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EXHIBIT 10.54
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SECOND AMENDMENT TO
LOAN AND CO-LENDER CREDIT AGREEMENT
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THIS SECOND AMENDMENT TO LOAN AND CO-LENDER CREDIT AGREEMENT
("Amendment") is made as of the 23 day of December, 1996, among
D.I.Y. HOME WAREHOUSE, INC., an Ohio corporation, with its principal place of
business located at 5811 Canal Road, Suite 180, Valley View, Ohio 44125 (the
"Borrower"), as borrower, NATIONAL CITY BANK OF COLUMBUS, formerly known as
National City Bank, Columbus, a national banking association, with its principal
office located at 155 East Broad Street, Columbus, Ohio 43251 ("NCBC"), and OLD
KENT BANK, f/k/a Old Kent Bank and Trust Company, a Michigan banking
corporation, with its principal office located at One Vandenberg Center, Grand
Rapids, Michigan 49503 ("Old Kent"), as lenders, (NCBC and Old Kent each herein,
separately, called a "Bank" and, collectively, called the "Banks"), and NCBC, as
agent for itself and Old Kent (the "Agent").
RECITALS
A. The Banks and the Borrower have entered into a certain Loan and
Co-Lender Credit Agreement dated as of December 23, 1994, as amended by the
First Amendment to Loan and Co-Lender Credit Agreement dated as of December 22,
1995 (collectively, the "Loan Agreement"), pursuant to which the Banks have
loaned to the Borrower an aggregate amount not to exceed Nine Million Dollars
($9,000,000.00) ("Loan").
B. The Loan is evidenced by two (2) Mortgage Notes dated December 23,
1994, by the Borrower to each of NCBC and Old Kent, each in the original
principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00)
(collectively, the "Mortgage Notes").
C. The Banks and the Borrower have agreed to certain amendments with
respect to the Loan.
NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Banks agree as follows:
1. FIXED CHARGE COVERAGE. Section 7.2 of the Loan Agreement is deleted
in its entirety and the following inserted in lieu thereof:
7.2 FIXED CHARGE COVERAGE. Permit the ratio of (a) the sum of
its net income before taxes for the preceding twelve (12) month period
plus its interest, rent and lease expense for the same period to (b)
the sum of its interest, rent and lease expense for the same period
to be less than 1.40 to 1.00 as measured at the end of the fiscal
quarter ending September 28, 1996; and less than 1.50 to 1.00 at the
end of the fiscal quarter ending December 28, 1996 and at the end of
each fiscal quarter of the Borrower thereafter.
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2. LEVERAGE. Section 7.5 of the Loan Agreement is deleted in its
entirety and the following inserted in lieu thereof:
Section 7.5 LEVERAGE. Permit the ratio of (a) its total
liabilities less its Subordinated Indebtedness to (b) the sum of its
tangible net worth plus its Subordinated Indebtedness to be greater
than the following during the periods specified herein as measured at
the end of each fiscal quarter of the Borrower:
For the first fiscal quarter annually, 1.75 to 1.00;
For the second, third and fourth fiscal quarters ending in
the fiscal year ending December 28, 1996, 1.50 to 1.00; and
For the second, third and fourth fiscal quarters ending in
the fiscal year ending January 3, 1998 and thereafter, 1.35
to 1.00.
3. INDEBTEDNESS. Section 7.7(c) of the Loan Agreement is hereby amended
by excluding from the term "leases" (a) those thirteen (13) truck leases
described on Schedule A, attached hereto and incorporated herein by reference
and (b) that certain General Business Lease Agreement, Agreement No. G00266385,
between Borrower and IBM Credit Corporation, executed by Borrower on June 3,
1996.
4. DEFINITION. The definition of "Revolving Credit Agreement" is
deleted in its entirety and the following inserted in lieu thereof:
"Revolving Credit Agreement" means that certain
Revolving Credit Agreement by and among the Borrower and the
Banks dated as of December 7, 1994, as amended by a certain
First Amendment to Revolving Credit Agreement dated as of
December 22, 1995, as amended by a Second Amendment to
Revolving Credit Agreement, dated of even date herewith.
5. RATIFICATION AND CERTIFICATION AS TO REPRESENTATIONS AND WARRANTIES.
The Loan Agreement is in all respects ratified and confirmed by the parties
hereto, and the Loan Agreement and this Amendment shall be read, taken and
construed as one and the same instrument. Except as modified herein, the Loan
Agreement remains unchanged and in full force and effect. Except as otherwise
defined herein, all capitalized terms shall have the meanings ascribed to them
in the Loan Agreement. The Borrower hereby acknowledges and certifies that all
other representations and warranties made in the Loan Agreement continue to be
true and correct as of the date hereof and that there are no defaults existing
under the covenants or other terms of the Loan Agreement. The Borrower hereby
ratifies and confirms the Borrower's obligations and all liability to the Banks
under the terms and conditions of the Loan Agreement and the Mortgage Notes, and
acknowledges that the Borrower has no defenses to or rights of setoff against
the Borrower's obligations and all
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liability to the Banks thereunder. The Borrower hereby further acknowledges that
the Banks have performed all of the Banks' obligations to date under the Loan
Agreement.
6. REFERENCES TO LOAN AGREEMENT. All references in each of the Mortgage
Notes to the Loan Agreement shall mean and refer to the Loan Agreement, as
amended by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by each in manner and form sufficient to bind them and duly authorized
in the premises as of the day and year first above written.
NATIONAL CITY BANK OF COLUMBUS, D.I.Y. HOME WAREHOUSE, INC.
formerly known as National City
Bank, Columbus
By: /s/ Ralph A. Kaparos By: /s/ Marilyn A. Eisele
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Its: Senior Vice President Its: Vice President
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OLD KENT BANK NATIONAL CITY BANK OF
COLUMBUS, formerly known as National
City Bank, Columbus, as Agent
By: /s/ Peter T. Campbell By: /s/ Ralph A. Kaparos
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Its: Vice President Its: Senior vice President
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"SCHEDULE A"
CAPITAL LEASES SIGNED DELIVERY LEASE FIXED TOTAL 1995 LEASES,
AT DATE EXPIRES COST COST IN 1996
MO. THE LIFE COMMENCEMENT
CLEVELAND FLAT 50665 06/26/95 02/01/96 02/01/01 1,179 70,740
CLEVELAND BOX 50853 06/26/95 02/01/96 02/01/01 1,043 62,580
RANDALL FLAT 50666 06/26/95 02/01/96 02/01/01 1,179 70,740
RANDALL/BEDFORD BOX 50854 06/26/95 02/01/96 02/01/01 1,043 62,580
EASTLAKE FLAT 50667 06/26/95 02/01/96 02/01/01 1,179 70,740
EASTLAKE/MENTOR BOX 50856 06/26/95 02/01/96 02/01/01 1,043 62,580
BEDFORD FLAT 50668 06/26/95 02/01/96 02/01/01 1,179 70,740
BROOKPARK FLAT 50669 06/26/95 02/01/96 02/01/01 1,179 70,740
BROOKPARK/MEDINA BOX 50855 06/26/95 02/01/96 02/01/01 1,043 62,580
MEDINA FLAT 50670 06/26/95 02/01/96 02/01/01 1,179 70,740
MENTOR FLAT 250671 06/26/95 02/01/96 02/01/01 1,179 70,740
ARLINGTON FLAT 50672 06/26/95 02/01/96 02/01/01 1,179 70,740
W MARKET FLAT 50673 06/26/95 02/01/96 02/01/01 1,179 70,740
KITCHEN WAREHOUSE BOX 06/26/95 02/01/01 1,043 62,580