Exhibit 10.13
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement is made as of this 17th day of
March, 2003 by and among
JO-ANN STORES, INC., an Ohio corporation, having a principal place of
business at 5555 Darrow Road, Hudson, Ohio 44236, as Lead Borrower for the
Borrowers, being
said JO-ANN STORES, INC., and
FCA of Ohio, Inc., an Ohio corporation, having a principal place of
business at 5555 Darrow Road, Hudson, Ohio 44236, and
House of Fabrics, Inc., a Delaware corporation, having a principal
place of business at 5555 Darrow Road, Hudson, Ohio 44236, and
Jo-Ann Stores Supply Chain Management, Inc., an Ohio corporation,
having a principal place of business at 5555 Darrow Road, Hudson,
Ohio 44236
each of the Lenders party to the Credit Agreement (defined below)
(together with each of their successors and assigns, referred to
individually as a "Lender" and collectively as the "Lenders"), and
FLEET NATIONAL BANK, as Issuing Bank, a national banking association
having a place of business at 100 Federal Street, Boston, Massachusetts
02110; and
FLEET RETAIL FINANCE INC., as Administrative Agent and Collateral Agent
for the Lenders, a Delaware corporation, having its principal place of
business at 40 Broad Street, Boston, Massachusetts 02109; and
CONGRESS FINANCIAL CORPORATION, as Documentation Agent; and
GMAC COMMERCIAL FINANCE LLC (f/k/a GMAC Commercial Credit LLC), NATIONAL
CITY COMMERCIAL FINANCE, INC. AND THE CIT GROUP/BUSINESS CREDIT, INC., as
Co-Agents
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H
A. Reference is made to the Credit Agreement (as amended and in effect,
the "Credit Agreement") dated as of April 24, 2001 by and among the Lead
Borrower, the Borrowers, the Lenders, the Issuing Bank, the Agents, the
Documentation Agent and the Co-Agents.
B. The parties to the Credit Agreement desire to modify and amend certain
provisions of the Credit Agreement, as provided herein.
Accordingly, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
2. Amendments to Article VI of the Credit Agreement. The provisions of
Article VI of the Credit Agreement are hereby amended as follows:
a. By deleting the word "and" at the end of Section 6.04(e).
b. By deleting the period at the end of Section 6.04(f) and
inserting ";and" in its stead.
c. By adding the following new subsection to Section 6.04:
(g) Other investments in the aggregate amount of $10,000,000,
provided that (i) no Default or Event of Default exists at the
time of, or after giving effect to, the proposed investment,
and (ii) average Excess Availability (A) for the thirty days
prior to the making of any such investment and (B) on a pro
forma basis for the ninety days immediately following the
making of any such investment, shall be equal to or greater
than $50,000,000.
3. Conditions Precedent to Effectiveness. This Second Amendment shall not
be effective until each of the following conditions precedent have been
fulfilled to the satisfaction of the Administrative Agent:
a. This Second Amendment shall have been duly executed and delivered by
the Borrowers and the Required Lenders, shall be in full force and
effect, and shall be in form and substance satisfactory to the
Administrative Agent and the Lenders.
b. All action on the part of the Borrowers necessary for the valid
execution, delivery and performance by the Borrowers of this Second
Amendment shall have been duly and effectively taken and evidence
thereof satisfactory to the Administrative Agent shall have been
provided to the Administrative Agent.
c. The Borrowers shall have provided such additional instruments and
documents to the Administrative Agent as the Administrative Agent
and Administrative Agent's counsel may have reasonably requested.
7. Miscellaneous.
a. This Second Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed
and delivered shall be an original, and all of which together shall
constitute one instrument.
b. This Second Amendment expresses the entire understanding of the
parties with respect to the transactions contemplated hereby. No
prior negotiations or discussions shall limit, modify, or otherwise
affect the provisions hereof.
c. Any determination that any provision of this Second Amendment or any
application hereof is invalid, illegal or unenforceable in any
respect and in any instance shall not effect the validity, legality,
or enforceability of such provision in any other instance, or the
validity, legality or enforceability of any other provisions of this
Second Amendment.
d. The Borrowers shall pay on demand all costs and expenses of the
Agents, including, without limitation, reasonable attorneys' fees in
connection with the preparation, negotiation, execution and delivery
of this Second Amendment.
e. The Borrowers warrant and represent that the Borrowers have
consulted with independent legal counsel of the Borrowers' selection
in connection with this Second Amendment and is not relying on any
representations or warranties of the Agents, the Lenders or their
counsel in entering into this Second Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Second Amendment
as of the day and year first above written.
JO-ANN STORES, INC.
as Lead Borrower and Borrower
By: /s/ Donald R. Tomoff
------------------------------------
Name: Donald R. Tomoff
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Title: Vice President, Finance
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FCA OF OHIO, INC.
as Borrower
By: /s/ Donald R. Tomoff
------------------------------------
Name: Donald R. Tomoff
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Title: Treasurer
---------------------------------
HOUSE OF FABRICS, INC.
as Borrower
By: /s/ Donald R. Tomoff
------------------------------------
Name: Donald R. Tomoff
----------------------------------
Title: Treasurer
---------------------------------
JO-ANN STORES SUPPLY CHAIN
MANAGEMENT, INC.
as Borrower
By: /s/ Donald R. Tomoff
------------------------------------
Name: Donald R. Tomoff
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Title: Treasurer
---------------------------------
FLEET RETAIL FINANCE INC.,
as Administrative Agent, as Collateral
Agent, as Swingline Lender, and as Lender
By: /s/ James R. Dore
------------------------------------
Name: James R. Dore
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Title: Managing Director
---------------------------------
FLEET NATIONAL BANK,
as Issuing Bank
By: /s/ James R. Dore
------------------------------------
Name: James R. Dore
----------------------------------
Title: Managing Director
---------------------------------
CONGRESS FINANCIAL CORPORATION,
as Documentation Agent and Lender
By: /s/ John Williammee, Jr.
------------------------------------
Name: John Williammee, Jr.
----------------------------------
Title: Vice President
---------------------------------
GMAC COMMERCIAL FINANCE LLC
as Co-Agent and Lender
By:
------------------------------------
Name:
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Title:
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NATIONAL CITY COMMERCIAL FINANCE, INC.
as Co-Agent and Lender
By: /s/ Dennis Hatvany
------------------------------------
Name: Dennis Hatvany
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Title: Vice President
---------------------------------
THE CIT GROUP/BUSINESS CREDIT, INC.
as Co-Agent and Lender
By: /s/ Lori C. Hilker
------------------------------------
Name: Lori C. Hilker
----------------------------------
Title: Vice President
---------------------------------
FOOTHILL CAPITAL CORPORATION
as Lender
By: /s/ Brad Engel
------------------------------------
Name: Brad Engel
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Title: Assistant Vice President
---------------------------------
THE PROVIDENT BANK
as Lender
By:
------------------------------------
Name:
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Title:
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COMERICA BANK
as Lender
By: /s/ Timothy C. Griffin
------------------------------------
Name: Timothy C. Griffin
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Title: Vice President
---------------------------------
GE CAPITAL
as Lender
By: /s/ Linda Capalui Skinner
------------------------------------
Name: Linda Capalui Skinner
----------------------------------
Title: Vice President
---------------------------------
SIEMENS FINANCIAL SERVICES, INC.
as Lender
By: /s/ Frank Amodio
------------------------------------
Name: Frank Amodio
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Title: Vice President - Credit
---------------------------------
ORIX BUSINESS CREDIT, INC.
as Lender
By: /s/ Thomas W. Buda, Jr.
------------------------------------
Name: Thomas W. Buda, Jr.
----------------------------------
Title: Vice President
---------------------------------
RZB FINANCE, LLC
as Lender
By: /s/ John A. Valiska
------------------------------------
Name: John A. Valiska
----------------------------------
Title: Group Vice President
---------------------------------
By: /s/ Christoph Hoedl
------------------------------------
Name: Christoph Hoedl
----------------------------------
Title: Vice President
---------------------------------
US BANK N.A.
as Lender
By: /s/ David A. Hickey
------------------------------------
Name: David A. Hickey
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Title: Assistant Vice President
---------------------------------
KEY BANK NATIONAL ASSOCIATION
as Lender
By: /s/ Marianne T. Meil
------------------------------------
Name: Marianne T. Meil
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Title: Vice President
---------------------------------
WEBSTER WHITEHALL BUSINESS CREDIT
CORPORATION
as Lender
By: /s/ Brian Kennedy
------------------------------------
Name: Brian Kennedy
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Title: Vice President
---------------------------------
LASALLE BUSINESS CREDIT, INC.
as Lender
By: /s/ Catherine D. Saccany
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Name: Catherine D. Saccany
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Title: First Vice President
---------------------------------
SENIOR DEBT PORTFOLIO
as Lender
By: Boston Management and Research as
Investment Advisor
By: /s/ Payson F. Swaffield
------------------------------------
Name: Payson F. Swaffield
----------------------------------
Title: Vice President
---------------------------------
GRAYSON & CO.
as Lender
By: Boston Management and Research as
Investment Advisor
By: /s/ Payson F. Swaffield
------------------------------------
Name: Payson F. Swaffield
----------------------------------
Title: Vice President
---------------------------------
EATON VANCE SENIOR INCOME TRUST
as Lender
By: Eaton Vance Management
as Investment Advisor
By: /s/ Payson F. Swaffield
------------------------------------
Name: Payson F. Swaffield
----------------------------------
Title: Vice President
---------------------------------
EATON VANCE INSTITUTIONAL SENIOR LOAN
FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ Payson F. Swaffield
------------------------------------
Name: Payson F. Swaffield
----------------------------------
Title: Vice President
---------------------------------
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ Payson F. Swaffield
------------------------------------
Name: Payson F. Swaffield
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Title: Vice President
---------------------------------