EXHIBIT 10(i)(2)
BANK OF AMERICA [Bank of America LOGO]
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AMENDMENT TO DOCUMENTS
AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENT
This Amendment No. 1 (the "Amendment") dated as of January 31, 2001, is
among Bank of America, N.A. (the "Bank"), Xxxxxxxx, Inc. ("Borrower 1"),
Xxxxxxxx Store I, Inc. ("Borrower 2"), Xxxxxxxx Store II, Inc. ("Borrower 3"),
Xxxxxxxx International, Inc. ("Borrower 4") and Xxxxxxxx U.K., Ltd. ("Borrower
5") (Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Borrower 5 are
sometimes referred to collectively as the "Borrowers" and individually as the
"Borrower").
RECITALS
A. The Bank and the Borrowers entered into a certain Business Loan
Agreement dated as of June 1, 2000 (the "Agreement").
B. The Bank and the Borrowers desire to amend the Agreement.
AGREEMENT
1. DEFINITIONS. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.
2. AMENDMENTS. The Agreement is hereby amended as follows:
2.1 Subparagraph 1.1(a) of the Agreement is amended to read in
its entirety as follows:
"(a) During the availability period described below, the Bank
will provide a line of credit to the Borrowers. The
amount of the line of credit (the 'Facility No. 1
Commitment') is equal to the amount indicated for each
period specified below:
Period Amount
------ ------
From the date of this Agreement
through February 28, 2001 $25,000,000.00
From March 1, 2001 through
June 1, 2001 $35,000,000.00
From June 2, 2001 through
February 28, 2002 $25,000,000.00
From March 1, 2002 to
May l, 2002 $35,000,000.00"
2.2 Paragraph 8.3 of the Agreement is amended to read in its
entirety as follows:
"8.3 QUICK RATIO. To maintain on a consolidated basis a ratio
of quick assets to current liabilities of least the amounts
indicated for each period specified below:
Period Ratio
------ -----
From the date of this Agreement
through January 30, 2001 1.2:1.0
From January 31, 2001 through
April 30, 2001 0.85:1.0
From May 1, 2001 through
July 31, 2001 and each quarter thereafter 1.1:1.0.
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'Quick assets' means cash, short-term cash investments in
non-affiliated entities, net trade receivables and marketable
securities not classified as long-term investments. 'Current
liabilities' shall include (a) all obligations classified as
current liabilities under generally accepted accounting
principles, plus (b) all principal amounts outstanding under
revolving lines of credit, whether classified as current or
long-term, which are not already included under (a) above."
2.3 Paragraph 8.8 of the Agreement of the Agreement is amended to
read in its entirety as follows:
"8.8 CAPITAL EXPENDITURES. With respect to all Borrowers on an
aggregate basis, not to spend (including the total amount of
any capital leases) more than the amounts indicated for each
period specified below to acquire fixed assets:
Period Amounts
------ -------
Fiscal year ending October 31, 2000 $4,500,000
Fiscal year ending October 31, 2001 $8,500,000
Fiscal year ending October 31, 2002
and each fiscal year end thereafter $5,000,000."
3. REPRESENTATIONS AND WARRANTIES. When the Borrowers sign this Amendment,
each Borrower represents and warrants to the Bank that: (a) there is no event
which is, or with notice or lapse of time or both would be, a default under the
Agreement except those events, if any, that have been disclosed in writing to
the Bank or waived in writing by the Bank, (b) the representations and
warranties in the Agreement are true as of the date of this Amendment as if made
on the date of this Amendment, (c) this Amendment is within each Borrower's
powers, has been duly authorized, and does not conflict with any of its
organizational papers, and (d) this Amendment does not conflict with any law,
agreement, or obligation by which any Borrower is bound.
4. FEE. Concurrently with the execution of this Amendment, the Borrower
will pay an amendment fee of Two Thousand Five Hundred Dollars ($2,500).
5. EFFECT OF AMENDMENT. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
This Amendment is executed as of the date stated at the beginning of this
Amendment.
BANK OF AMERICA, X.X. Xxxxxxxx, Inc.
X /s/ Xxxxx X. Xxxxxxx X /s/ Xxxxxxx Xxxxx
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By: Xxxxx X. Xxxxxxx, Vice President By:
Xxxxxxxx Store I, Inc.
X /s/ Xxxxxxx Xxxxx
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By:
Xxxxxxxx Store II, Inc.
X /s/ Xxxxxxx Xxxxx
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By:
Xxxxxxxx International, Inc.
X /s/ Xxxxxxx Xxxxx
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By:
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Xxxxxxxx U.K., Ltd.
X /s/ Xxxxxxx Xxxxx
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By:
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