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EXHIBIT 10.15
[EXECUTION COPY]
THIRD AMENDMENT
TO SHORT-TERM CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SHORT-TERM CREDIT AGREEMENT dated effective
June 3, 1998 ("this Amendment") is entered into by BOOKS-A-MILLION, INC., a
Delaware corporation ("BAM"), AMERICAN WHOLESALE BOOK COMPANY, INC., an Alabama
corporation ("AWBC"; BAM and AWBC are sometimes together referred to as the
"Borrowers") and AMSOUTH BANK, an Alabama banking corporation formerly known as
AmSouth Bank of Alabama (the "Lender").
RECITALS
A. The Borrowers and the Lender have heretofore entered into a
Short-Term Credit Agreement dated as of October 27, 1995, as amended by a First
Amendment thereto dated as of November 1, 1996, and as further amended by a
Second Amendment thereto dated June 4, 1997 (as so amended, the "Credit
Agreement") whereby the Lender has made available to the Borrowers a revolving
credit facility in an aggregate principal amount outstanding not to exceed
$10,000,000 (the "Revolving Facility"), the proceeds of which are to be used by
the Borrowers for general corporate purposes.
B. The Borrowers have applied to the Lender for an extension of
the Termination Date of the Revolving Facility until June 2, 1999.
C. The Borrowers and the Lender wish to amend the Agreement as
requested by the Borrowers and as further set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals and the mutual
obligations and covenants contained herein, the Borrowers and the Lender hereby
agree as follows:
1. Capitalized terms used in this Amendment and not otherwise
defined herein have the respective meanings attributed thereto in the
Agreement.
2. The defined term "Termination Date" set forth in Article I of
the Agreement is hereby amended to read, in its entirety, as follows:
"Termination Date" means June 2, 1999, as the same may be
extended from time to time in accordance with Section 2.7 hereof."
3. Section 2.7 of the Agreement is hereby deleted in its
entirety and replaced by the following:
"SECTION 2.7 EXTENSION OF TERMINATION DATE.
Upon written notice to the Lender in the form attached as
Schedule 2.7(a) at least thirty (30) days (but not more than
sixty (60) days) prior to the Termination Date then in effect,
the Borrowers may request that such Termination Date be
extended for an additional 364 days.
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The Lender shall notify the Borrowers in writing in the form
attached as Schedule 2.7(b) at least fourteen (14) days prior
to such Termination Date of the decision of the Lender as to
whether to extend the Termination Date. Failure by the Lender
to give such notice shall constitute refusal by the Lender to
extend the Termination Date."
4. Notwithstanding the execution of this Amendment, all of the
indebtedness evidenced by the Note shall remain in full force and effect, as
modified hereby, nothing contained in this Amendment shall be construed to
constitute a novation of the indebtedness evidenced by the Note or to release,
satisfy, discharge, terminate or otherwise affect or impair in any manner
whatsoever (a) the validity or enforceability of the indebtedness evidenced by
the Note; (b) the liens, security interests, assignments and conveyances
effected by the Agreement or the Loan Documents, or the priority thereof; (c)
the liability of any maker, endorser, surety, guarantor or other person that
may now or hereafter be liable under or on account of the Note or the Agreement
or the Loan Documents; or (d) any other security or instrument now or hereafter
held by the Lender as security for or as evidence of any of the above-described
indebtedness.
5. All references in the Loan Documents to "Credit Agreement"
shall refer to the Agreement as amended by this Amendment, and as the Agreement
may be further amended from time to time.
6. The Borrowers hereby certify that the organizational
documents of the Borrowers have not been amended since October 27, 1995.
7. The Borrowers hereby represent and warrant to the Lender that
all representations and warranties contained in the Agreement are true and
correct as of the date hereof; and the Borrowers hereby certify that no Event
of Default nor any event that, upon notice or lapse of time or both, would
constitute an Event of Default, has occurred and is continuing.
8. Except as hereby amended, the Agreement shall remain in full
force and effect as written. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which when
taken together shall constitute one and the same instrument. The covenants and
agreements contained in this Amendment shall apply to and inure to the benefit
of and be binding upon the parties hereto and their respective successors and
permitted assigns.
9. Nothing contained herein shall be construed as a waiver,
acknowledgment or consent to any breach of or Event of Default under the
Agreement and the Loan Documents not expressly waived, acknowledged or
consented to previously by the Lender in writing.
10. This Amendment shall be governed by the laws of the State of
Alabama.
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IN WITNESS WHEREOF, each of the Borrowers and the Lender has caused
this Amendment to be executed and delivered by its duly authorized corporate
officer to be effective as of the day and year first above written.
BOOKS-A-MILLION, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its Executive Vice President
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AMERICAN WHOLESALE BOOK COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its Executive Vice President
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Hand Delivery Address:
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
FAX: (000) 000-0000
Attention: Chief Financial Officer
Mailing Address:
Xxxx Xxxxxx Xxx 00000
Xxxxxxxxxx, Xxxxxxx 00000
FAX: (000) 000-0000
Attention: Chief Financial Officer
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AMSOUTH BANK
By: /s/ Xxxxx X. Xxxxxxx
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Its Senior Vice President
Hand Delivery Address:
AmSouth-Sonat Tower
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
FAX: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
Mailing Address:
P. O. Xxx 00000
Xxxxxxxxxx, Xxxxxxx 00000
FAX: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
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SCHEDULE 2.7(A)
(Request for Extension
of Termination Date)
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Date:________________
BY FACSIMILE - 801-0157
ORIGINAL BY CERTIFIED U.S. MAIL
Xx. Xxxxx X. Xxxxxxx
Senior Vice President
Regional Banking
AmSouth Bank
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxxxx 00000
Re: $10,000,000 Revolving Line of Credit by AmSouth Bank,
as Lender, to Books-A-Million, Inc. and American
Wholesale Book Company, Inc., as Borrowers
Dear Xx. Xxxxxxx:
This letter is to request that you extend the Termination
Date for the above revolving loan to _______________________ pursuant to
Section 2.7 of the Short-Term Credit Agreement dated as of October 27, 1995 (as
amended from time to time, the "Credit Agreement"). No Event of Default exists
under the Credit Agreement and no event has occurred that with notice or the
passage of time, or both, could become an Event of Default. The Borrowers have
delivered to the Lender all financial information required to be submitted to
date under the terms of the Credit Agreement.
Thank you for your assistance. We look forward to your reply.
BOOKS-A-MILLION, INC.
By:
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Its:
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AMERICAN WHOLESALE BOOK COMPANY, INC.
By:
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Its:
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SCHEDULE 2.7(B)
(Notice of Extension
of Termination Date)
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Date:________________
BY FACSIMILE - 945-1772
ORIGINAL BY CERTIFIED U.S. MAIL
Chief Financial Officer
Books-A-Million, Inc.
American Wholesale Book Company, Inc.
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Re: $10,000,000 Revolving Line of Credit by AmSouth
Bank, as Lender, to Books-A-Million, Inc. and
American Wholesale Book Company, Inc., as Borrowers
Dear Sir or Madam:
Please be advised that AmSouth Bank is pleased to extend the
Termination Date of the above revolving loan to the following date:
_______________________. All references in the Credit Agreement and other
Credit Documents to the capitalized term "Termination Date" shall hereafter
refer to this date.
AMSOUTH BANK
By:
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Its:
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