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EXHIBIT 10(c)(iii)
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this "Agreement") is
made and entered into as of this 28th day of June, 1996 between CROWN CRAFTS,
INC., a Georgia corporation (the "Borrower"), and NATIONSBANK, N.A., a national
banking association formerly known as NationsBank, National Association
(Carolinas) (the "Lender").
WITNESSETH
WHEREAS, the Borrower and the Lender have entered into a Revolving Credit
Agreement dated as of August 25, 1995, as amended, (the "Credit Agreement"),
pursuant to which the Lender has made available to the Borrower a revolving
credit facility of up to $15,000,000; and
WHEREAS, the Borrower has requested that the Credit Agreement be amended
in the manner set forth herein and the Lender is willing to agree to such
amendment;
NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties do hereby agree as
follows:
1. Definitions. Any capitalized terms used herein without definition
shall have the meaning set forth in the Credit Agreement.
2. Amendment. Subject to the terms and conditions set forth herein,
Section 7.3 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
7.3 Consolidated Shareholders' Equity. Permit Consolidated
Shareholders' Equity to be less than $80,000,000 through the end of the
Fiscal Year ended March 31, 1996 and thereafter at all times, the sum of
(A) the amount of Consolidated Shareholders' Equity required to be
maintained pursuant to this Section 7.3 as at the end of the immediately
preceding Fiscal Year, plus (B) 50% of Net Income (with no reduction for
net losses during any period) for the Fiscal Year of the Borrower ending
on such day, plus (C) 100% of the aggregate amount of all increases in
the stated capital and additional paid-in capital accounts of the
Borrower resulting from the issuance of equity securities, conversion of
any debt instruments into equity or other capital investments, less the
effect of the Permitted Stock Repurchases subsequent to April 2, 1995.
3. Representations and Warranties. In order to induce the Lender to enter
into this Agreement, the Borrower represents and warrants to the Lender as
follows:
(a) The representations and warranties made by Borrower in Article
V of the Credit Agreement are true and correct on and as of the date
hereof, except to the extent that such representations and warranties
expressly relate to an earlier date and except that the financial
statements referred to in Section 5.6(a) of the Credit Agreement shall
be deemed to be those financial statements most recently delivered to the
Lender pursuant to Section 6.1 of the Credit Agreement.
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(b) There has been no material adverse change in the condition,
financial or otherwise, of the Borrower and its Subsidiaries, taken as a
whole, since the date of the most recent financial reports of the
Borrower received by the Lender under Section 6.1(a) of the Credit
Agreement, other than changes in the ordinary course of business;
(c) The business and properties of the Borrower and its
Subsidiaries, taken as a whole, are not, and since the date of the most
recent financial report of the Borrower and its Subsidiaries received by
the Lender under Section 6.1(a) of the Credit Agreement, have not been
adversely affected in any substantial way as the result of any fire,
explosion, earthquake, accident, strike, lockout, combination of workers,
flood, embargo, riot, activities of armed forces, war or acts of God or
the public enemy, or cancellation or loss of any major contracts; and
(d) No event has occurred and is continuing which constitutes, and
no condition exists which upon the consummation of the transaction
contemplated hereby would constitute, a Default or an Event of Default on
the part of the Borrower under the Credit Agreement, either immediately
or with the lapse of time or the giving of notice, or both.
4. Entire Agreement. This Agreement sets forth the entire understanding
and agreement of the parties hereto in relation to the subject matter hereof
and supersedes any prior negotiations and agreements among the parties relative
to such subject matter.
5. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
7. Governing Law. This Agreement shall in all respects be governed by the
laws and judicial decisions of the State of Georgia.
8. Enforceability. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.
9. Credit Agreement. All references in any of the Loan Documents to the
Credit Agreement shall mean the Credit Agreement as amended hereby.
(Signature page follows.)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officer, all as of the day and year
first above written.
BORROWER:
CROWN CRAFTS, INC.
By: /s/ Robert E. Schnelle
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Name: ROBERT E. SCHNELLE
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Title: TREASURER
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LENDER:
NATIONSBANK, N.A.
By: /s/ J. Lance Walton
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Name: J. Lance Walton
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Title: Senior Vice President
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(Signature page 1 of 1)
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