FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"First Amendment"), dated as of July 10, 2003, is entered into among THE BOMBAY
COMPANY, INC., a Delaware corporation (the "Borrower"), the lenders listed on
the signature pages hereof as Lenders (the "Lenders"), and BANK OF AMERICA,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
BACKGROUND
A. The Borrower, certain of the Lenders, the Administrative Agent, the
Swing Line lender and the L/C Issuer are parties to that certain Amended and
Restated Credit Agreement, dated as of July 5, 2002, (the "Credit Agreement").
The terms defined in the Credit Agreement and not otherwise defined herein
shall be used herein as defined in the Credit Agreement.
B. The Borrower has requested (a) certain amendments to the Credit
Agreement, and (b) to add Bank One, NA ("Bank One") as a lender under the
Credit Agreement.
C. The Lenders, the Administrative Agent, the Swing Line Lender and
the L/C Issuer hereby agree to amend the Credit Agreement, subject to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower,
the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent
covenant and agree as follows:
1. AMENDMENTS.
(a)The definition of "Aggregate Commitments" set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:
"Aggregate Commitments" has the meaning set forth in the
definition of "Commitment", and shall be equal to Seventy-Five
Million and No/100 Dollars ($75,000,000.00) on the First Amendment
Closing Date.
(b)The definition of "Committed Loan Facility" set forth in Section 1.01
of the Credit Agreement is hereby amended to read as follows:
"Committed Loan Facility" means the aggregate amount of each
Lender's Commitment to provide Committed Loans which shall be an
amount equal to $30,000,000.00 on the First Amendment Closing Date.
(c)The definition of "Letter of Credit Facility" set forth in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"Letter of Credit Facility" means the aggregate amount of
each Lender's Commitment to purchase participations in all L/C
Obligations plus all Clean Bankers' Acceptances, but not including
any L/C Obligations applicable to standby letters of credit. The
Letter of Credit Facility shall be an amount equal to
$45,000,000.00 on the First Amendment Closing Date.
(d)The definition of "Letter of Credit Sublimit" set forth in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"Letter of Credit Sublimit" means, with regard to standby
Letters of Credit, the amount of $5,000,000.00 and with regard to
commercial Letters of Credit, Bankers' Acceptances and Clean
Bankers' Acceptances, the aggregate amount of $45,000,000.00. The
Letter of Credit Sublimit is part of, and not in addition to, the
Aggregate Commitments.
(e)The definition of "Leverage Ratio" set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:
"Leverage Ratio" means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, the
ratio of (a) Consolidated Funded Indebtedness as of such date plus
the product of the Borrower's and Subsidiaries' rent expense times
six for the period of the four Fiscal Quarters ending on such date
to (b) Consolidated EBITDA plus the Borrower's and Subsidiaries'
rent expense for the period of the four Fiscal Quarters ending on
such date.
(f)Section 1.01 of the Credit Agreement is hereby amended by adding the
defined terms "First Amendment" and "First Amendment Closing Date" thereto in
proper alphabetical order to read as follows:
"First Amendment" means that certain First Amendment to
Amended and Restated Credit Agreement, dated as of July 10, 2003,
among the Borrower, the Lenders, the Swing Line Lender, the L/C
Issuer and the Administrative Agent.
"First Amendment Closing Date" means July 10, 2003, provided
all the conditions to effectiveness set forth in Section 3 of the
First Amendment have been satisfied by such date.
(g)Section 7.01 of the Credit Agreement is hereby amended by amending
clause (i) thereof to read as follows:
(i) Liens in respect of capital leases or purchase money
Indebtedness permitted under subsection (e) or (f) of Section 7.03.
(h)Section 7.03 of the Credit Agreement is hereby amended by (a) deleting
"and" after clause (d) thereof, (b) redesignating clause "(e)" thereof to be
clause "(f)" and (c) adding the following new clause (e) thereto to read as
follows:
(e) Indebtedness in respect of a capital lease in
connection with a sale-leaseback of the Borrower's corporate
headquarters building where the Attributable Indebtedness is not in
excess of an appraised value of such building at the time of the
sale-leaseback; and
(i)Section 7.05 of the Credit Agreement is hereby amended by (a) deleting
"." after clause (e) thereof and inserting "; and" in lieu thereof and
(b) adding the following new clause (f) thereto to read as follows:
(f) Disposition of the Borrower's corporate headquarters
building in respect of a sale-leaseback thereof.
(j)Section 7.06 of the Credit Agreement is hereby amended to read as
follows:
7.06 CAPITAL EXPENDITURES AND ACQUISITIONS. Make Capital
Expenditures and Acquisitions of more than (a) $40,000,000 in
aggregate amount for the fiscal year ending January 31, 2004 or
(b) $45,000,000 in aggregate amount for any fiscal year thereafter.
(k)Section 7.13 of the Credit Agreement is hereby amended by amending
clause (c) thereof to read as follows:
(c) Leverage Ratio. Permit the Leverage Ratio, as of the end of
any Fiscal Quarter of the Borrower, to be greater than 4.75 to 1.00.
(l)Section 7.14 of the Credit Agreement is hereby amended to read as
follows:
7.14 NO BORROWINGS. Except for Swing Line Loans, the
Borrower shall have no outstanding Loans, Bankers' Acceptances or
Clean Bankers' Acceptances for a period of not less than 30
consecutive days between December 15 of each year and March 31 of
the following year (such period herein a "Window"), and if the
Borrower fails to designate such 30 day period prior to the March 2
that falls during a particular Window, the Lenders shall be under
no obligation to make additional Loans to the Borrower or issue
Bankers' Acceptances or Clean Bankers' Acceptances upon the request
of the Borrower, and the Borrower's failure to comply with the
obligations imposed by this Section 7.14 shall constitute an Event
of Default.
(m)Section 10.08 to the Credit Agreement is hereby amended by adding the
following sentence thereto at the end thereof.
Notwithstanding anything to the contrary, "Information" shall not
include, and the Administrative Agent and each Lender may disclose
without limitation of any kind, any information with respect to the
"tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the
transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment
and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as
other information, this sentence shall only apply to such portions
of the document or similar item that relate to the tax treatment or
tax structure of the Loans, Letters of Credit, Bankers'
Acceptances, Clean Bankers' Acceptances and transactions
contemplated hereby.
(n)Schedule 2.01 of the Credit Agreement is hereby amended to be in the
form of Schedule 2.01 to this First Amendment, and the Commitment and Pro Rata
Share of each Lender, after giving effect to this First Amendment, is set forth
on Schedule 2.01.
(o)Schedule 10.02 of the Credit Agreement is hereby amended to be in the
form of Schedule 10.02 to this First Amendment, to add the appropriate
information for Bank One.
(p)The Pricing Grid, set forth in Appendix 1 to the Credit Agreement, is
hereby amended to be in the form of Appendix 1 to this First Amendment.
(q)Schedule 2 of Exhibit F to the Credit Agreement is hereby amended to
be in the form of Schedule 2 to this First Amendment.
(r)Exhibit G to the Credit Agreement is hereby amended to be in the form
of Exhibit G to this First Amendment.
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof:
(a)the representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date hereof
as made on and as of such date;
(b)no event has occurred and is continuing which constitutes a Default or
an Event of Default;
(c)(i) the Borrower has full power and authority to execute and deliver
this First Amendment, the Committed Loan Note payable to the order of Bank One
(the "Bank One Note"), and the replacement Committed Loan Note payable to the
order of each Lender whose Commitment has been amended pursuant to this First
Amendment (collectively, the "Replacement Notes"), (ii) this First Amendment,
Bank One Note and the Replacement Notes have been duly executed and delivered
by the Borrower, and (iii) this First Amendment, Bank One Note, the Replacement
Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid
and binding obligations of the Borrower, enforceable in accordance with their
respective terms, except as enforceability may be limited by applicable debtor
relief laws and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except as rights
to indemnity may be limited by federal or state securities laws;
(d)neither the execution, delivery and performance of this First
Amendment, Bank One Note, the Replacement Notes or the Credit Agreement, as
amended hereby, nor the consummation of any transactions contemplated herein or
therein, will conflict with any Law or Organization Documents of the Borrower,
or any indenture, agreement or other instrument to which the Borrower or any of
its property is subject; and
(e)no authorization, approval, consent, or other action by, notice to, or
filing with, any governmental authority or other Person not previously obtained
is required for (i) the execution, delivery or performance by the Borrower of
this First Amendment, the Bank One Note or the Replacement Notes or (ii) the
acknowledgement by each Guarantor of this First Amendment.
3. CONDITIONS TO EFFECTIVENESS. This First Amendment shall be effective
(and the revisions to the definition of "Applicable Rate" set forth in
Appendix 1 hereof will go into effect) upon satisfaction or completion of the
following:
(a)the Administrative Agent shall have received counterparts of this
First Amendment executed by all of the Lenders;
(b)the Administrative Agent shall have received counterparts of this
First Amendment executed by the Borrower and acknowledged by each Guarantor;
(c)the Administrative Agent shall have received a certified resolution of
the Board of Directors of the Borrower authorizing the execution, delivery and
performance of this First Amendment, the Bank One Note and the Replacement
Notes;
(d)the Administrative Agent shall have received an opinion of counsel to
the Borrower, in form and substance satisfactory to the Administrative Agent,
with respect to matters set forth in Sections 2(c), (d) and (e) of this First
Amendment;
(e)the Administrative Agent shall have received a duly executed (i) Bank
One Note for Bank One and (ii) a Replacement Note for each Lender whose
Commitment is being amended by this First Amendment; and
(f)the Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall require.
4. PURCHASE BY LENDERS. Simultaneously with the satisfaction of
conditions of effectiveness set forth in Section 3 hereof, each Lender, but
only to the extent necessary, shall purchase or sell (as the case may be),
without recourse, an amount of outstanding Loans, L/C Obligations, Bankers'
Acceptances and Clean Bankers' Acceptances, such that after giving effect to
this First Amendment, the amount of each Lender's Commitment under the Credit
Agreement which has been utilized shall be pro rata among the Lenders in the
proportion that their respective Commitments bear to the Aggregate Commitments.
The Borrower shall pay any additional amounts required pursuant to Section 3.05
of the Credit Agreement as a result of such purchases and sales. The parties
hereto agree that the provisions of Section 10.07 of the Credit Agreement shall
not be applicable to the addition of Bank One pursuant to this First Amendment.
Bank One represents and warrants to the Administrative Agent as follows:
(a)Bank One has received a copy of the Credit Agreement and all
amendments thereto, together with copies of the most recent financial
statements of the Borrower delivered pursuant thereto, and it is an Eligible
Assignee;
(b)it has the full power and authority and the legal right to make,
deliver and perform, and has taken all necessary action, to authorize the
execution, delivery and performance of this First Amendment, and any and all
other documents delivered by it in connection herewith and to fulfill its
obligations under, and to consummate the transactions contemplated by, this
First Amendment and the other Loan Documents, and no consent or authorization
of, filing with, or other act by or in respect of any Governmental Authority,
is required in connection herewith or therewith;
(c)under applicable Laws no tax will be required to be withheld by the
Administrative Agent or the Borrower with respect to any payments to be made to
Bank One under any Loan Document, and no tax forms described in Section 10.15
of the Credit Agreement are required to be delivered by Bank One; and
(d)Bank One has received and reviewed such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this First Amendment and become a party to the Credit
Agreement. Bank One has independently and without reliance upon the
Administrative Agent or any other Person, and based on such information as Bank
One has deemed appropriate, made its own credit analysis and decision to enter
into this First Amendment and become a party to the Credit Agreement. Bank One
will, independently and without reliance upon the Administrative Agent or any
other Lender, and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement.
5. REFERENCE TO THE CREDIT AGREEMENT.
(a)Upon the effectiveness of this First Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Agreement, as affected and amended
hereby.
(b)The Credit Agreement, as amended by the amendments referred to above,
shall remain in full force and effect and is hereby ratified and confirmed.
6. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with
the preparation, reproduction, execution and delivery of this First Amendment
and the other instruments and documents to be delivered hereunder (including
the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto).
7. GUARANTOR'S ACKNOWLEDGMENT. By signing below, each Guarantor
(a) acknowledges, consents and agrees to the execution, delivery and
performance by the Borrower of this First Amendment, (b) acknowledges and
agrees that its obligations in respect of its Guaranty (i) include all
obligations in respect of the Aggregate Commitments, as increased by this First
Amendment and (ii) are not released, diminished, waived, modified, impaired or
affected in any manner by this First Amendment or any of the provisions
contemplated herein, (c) ratifies and confirms its obligations under its
Guaranty, and (d) acknowledges and agrees that it has no claims or offsets
against, or defenses or counterclaims to, its Guaranty.
8. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which when taken together shall constitute but one
and the same instrument. For purposes of this First Amendment, a counterpart
hereof (or signature page thereto) signed and transmitted by any Person party
hereto to the Administrative Agent (or its counsel) by facsimile machine,
telecopier or electronic mail is to be treated as an original. The signature
of such Person thereon, for purposes hereof, is to be considered as an original
signature, and the counterpart (or signature page thereto) so transmitted is to
be considered to have the same binding effect as an original signature on an
original document.
9. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be governed
by and construed in accordance with the laws of the State of Texas applicable
to agreements made and to be performed entirely within such state, provided
that each party shall retain all rights arising under federal law, and shall be
binding upon the parties hereto and their respective successors and assigns.
10.HEADINGS. Section headings in this First Amendment are included
herein for convenience of reference only and shall not constitute a part of
this First Amendment for any other purpose.
11.ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, this First Amendment is executed as of the date first
set forth above.
THE BOMBAY COMPANY, INC.
By:/S/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
SVP, CFO & Treasurer
ACKNOWLEDGED AND AGREED:
BBA HOLDINGS, INC.
By:/S/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title:President
BANK OF AMERICA, N.A., as Administrative
Agent
By:/S/ X.X. XXXX
Name: Xxxxxxx X. Xxxx
Title:Vice President
BANK OF AMERICA, N.A., as a Lender, L/C
Issuer and Swing Line Lender
By:/S/ XXXXXX X. XXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxx
Title:Vice President
WASHINGTON MUTUAL BANK, FA as a Lender
By:/S/ XXXXX XXXXX
Name: Xxxxx Xxxxx
Title:Vice President
BANK OF TEXAS, N.A., as a Lender
By:/S/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title:Vice President
BANK ONE, NA
By:/S/ XXXXXXXX X. XXXXX
Name: Xxxxxxxx X. Xxxxx
Title:Vice President
SCHEDULE 2.01
COMMITMENTS
AND PRO RATA SHARES
Committed Loan FacilityLetter of Credit FacilityAggregate CommitmentsPro Rata Share
Lender
Bank of America, N.A. $12,000,000.00 $18,000,000.00 $30,000,000.00 40.00%
Washington Mutual Bank, FA $6,000,000.00 $9,000,000.00 $15,000,000.00 20.00%
Bank of Texas, N.A. $6,000,000.00 $9,000,000.00 $15,000,000.00 20.00%
Bank One, NA $6,000,000.00 $9,000,000.00 $15,000,000.00 20.00%
TOTAL $30,000,000.00 $45,000,000.00 $75,000,000.00 100.00%
SCHEDULE 10.02
EURODOLLAR AND DOMESTIC LENDING OFFICES,
ADDRESSES FOR NOTICES
THE BOMBAY COMPANY, INC.
000 Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Senior Vice President, CFO and Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxxxxx@xx.xxxxxxxx.xxx
Xxxxxxx X. Xxxxxxx
Assistant Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxxxxx@xx.xxxxxxxx.xxx
BANK OF AMERICA, N.A.
Administrative Agent's Office and Bank of America's Lending Office
(for payments and Requests for Credit Extensions):
Bank of America, N.A.
000 Xxxx Xxxxxx
Mail Code: TX1-492-14-12
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx
Account No.:1292000883
Attention: Credit Services
Ref: The Bombay Company, Inc.
ABA# 000000000
L/C Issuer:
Bank of America, N.A.
Trade Operations-Chicago
000 Xxxxx XxXxxxx
Mail Code: IL1-231-17-00
Xxxxxxx, Xxxxxxxx 00000
Attention: Riyaz Kaka
Vice President and Operations Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxx.x.xxxx@xxxxxxxxxxxxx.xxx
Bankers' Acceptances:
Bank of America, N.A.
000 Xxxx Xxxxxx
Mail Code: TX1-491-14-12
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxx-xxxxxx@xxxxxxxxxxxxx.xxx
Other Notices as Administrative Agent:
Bank of America, N.A.
Agency Management
000 Xxxxx XxXxxxx Xxxxxx
Mail Code: IL1-231-08-30
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxxxx.x.xxxx@xxxxxxxxxxxxx.xxx
Bank of America, N.A.
Credit Products
000 Xxxx Xxxxxx
XX0-000-00-00
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxxx.xxxxxxxxx@xxxxxxxxxxxxx.xxx
WASHINGTON MUTUAL BANK, FA
Requests for Credit Extensions:
Washington Mutual Bank, FA
000 Xxxx 0xx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxx.xxxxx@xxxx.xxx
Account No. G/L #20599/4048
ABA# 111993778
Attention: Xxxxxx Xxxxxxxx 000-000-0000
Notices (other than Requests for Credit Extensions):
Washington Mutual Bank, FA
000 Xxxx 0xx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxx.xxxxx@xxxx.xxx
Account No. G/L #20599/4048
ABA# 111993778
Attention: Xxxxxx Xxxxxxxx 000-000-0000
BANK OF TEXAS, N.A.
Requests for Credit Extensions:
Bank of Texas, N.A.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxxx@xxxx.xxxx.xxx
Account No. 11405181210
ABA# 000000000
Attention: Xxx Xxxxxxx, Texas Participation
Notices (other than Requests for Credit Extensions):
Bank of Texas, N.A.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxxx@xxxx.xxxx.xxx
Account No. 11405181210
ABA# 000000000
Attention: Xxx Xxxxxxx, Texas Participation
BANK ONE, NA
Requests for Credit Extensions:
Bank One, NA
000 Xxxxxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxxxx Xxxxx, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: xxxxxxxx_x_xxxxx@xxxxxxx.xxx
Notices (other than Requests for Credit Extensions):
Bank One, NA
Commercial Loan Servicing
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Electronic Mail: NO NOTIFICATIONS ARE TO BE SENT BY EMAIL
Account No. 1065151010
ABA# 000000000
Attention: Commercial Loan Servicing Center - Southern Region
Borrower: The Bombay Company
APPENDIX I
PRICING GRID
Applicable Rate Based on Financial Covenants:
"Applicable Rate" means the following percentages per annum, based upon
the Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Sections 6.01(a) and 6.02(a)
(provided that from and including the First Amendment Closing Date the
Applicable Rate shall be at Pricing Level 3 until such time as a change in the
Applicable Rate would be effective pursuant to Section 2.09(c)):
APPLICABLE RATE
Eurodollar Bankers'
Rate and Acceptances
Standby and Clean Commercial
Pricing Leverage Commitment Letters of Bankers' Letters of Base
Level Ratio Fee Credit Acceptances Credit Rate
1 Less than or 25.0 bps 175.0 bps 150.0 bps 100.0 bps 25.0 bps
equal to 2.75
2 Less than or 37.5 bps 200.0 bps 175.0 bps 112.5 bps 50.0 bps
equal to 3.50
but greater
than 2.75
3 Less than or 37.5 bps 225.0 bps 200.0 bps 125.0 bps 75.0 bps
equal to 4.25
but greater
than 3.50
4 Greater than 50.0 bps 275.0 bps 225.0 bps 150.0 bps 125.0 bps
4.25
For the Quarter/Year ended _____________________ ("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
I. SECTION 7.05 - CAPITAL EXPENDITURES.
A. Consolidated Capital Expenditures made during fiscal year to date: $_____________
B. Maximum permitted Capital Expenditures:
($40,000,000.00) during f.y. ending 2/01/04;
($45,000,000.00) during each f.y. ending thereafter: $_____________
C. Excess (deficit) for covenant compliance (Line I.B. - I.A.): $_____________
II. SECTION 7.13(A) - CONSOLIDATED TANGIBLE NET WORTH.
A. Actual Consolidated Tangible Net Worth at Statement Date:
1.Shareholders' Equity: $_____________
2.Intangible Assets: $_____________
3.Consolidated Tangible Net Worth (Line II.A.1 - Line II.A.2): $_____________
B. 50% of Consolidated Net Income for each fiscal quarter ending
after February 2, 2001 (no reduction for$_____________
losses):
C. 100% of increases in Shareholders' Equity after date of Agreement
from issuance and sale of capital stock: $_____________
D. Minimum required Consolidated Tangible Net Worth $_____________
(Lines II.B. + II.C. plus $135,000,000.00):
E. Excess (deficit) for covenant compliance (Line II.A.3 - Line II.D.): $_____________
III.SECTION 7.13(B) - FIXED CHARGE COVERAGE RATIO.
A. Consolidated EBITDA for subject period:
1.Consolidated Net Income for subject period: $_____________
2.Consolidated Interest Charges for subject period: $_____________
3.Provision for income taxes for subject period: $_____________
4.Depreciation expenses for subject period: $_____________
5.Amortization expenses for intangibles for subject period: $_____________
6.Consolidated EBITDA (Lines III.A.1 + 2 + 3 + 4 + 5): $_____________
B. Consolidated rent expense for subject period: $_____________
C. Maintenance Capital Expenditures for subject period: $10,000,000.00
D. Taxes for subject period: $_____________
E. Lines III.A. + III.B. - Lines III.C. and III.D.: $_____________
F. Consolidated Interest Charges for subject period: $_____________
G. Consolidated rent expense for subject period: $_____________
H. Lines III.F. + III.G.: $_____________
I. Fixed Charge Coverage Ratio (Line III.E. {divide} Line III.H.): _____ to 1.00
Minimum Permitted: 1.15 to 1.00
IV. SECTION 7.13(C) - LEVERAGE RATIO.
A. Consolidated Funded Indebtedness at Statement Date: $_____________
B. 6X Consolidated rent expense for subject period: $_____________
C. Consolidated EBITDA for subject period:
1.Consolidated Net Income for subject period: $_____________
2.Consolidated Interest Charges for subject period: $_____________
3.Provision for income taxes for subject period: $_____________
4.Depreciation expenses for subject period: $_____________
5.Amortization expenses for intangibles for subject period: $_____________
6.Consolidated EBITDA (Lines IV.A.1 + 2 + 3 + 4 + 5): $_____________
D. Consolidated rent expense for subject period: $_____________
E. Leverage Ratio (Lines IV.A. + IV.B. {divide} Lines IV.C + IV.D.): _____ to 1.00
Maximum Permitted: 4.75 to 1.00
EXHIBIT G
FORM OF BORROWING BASE CERTIFICATE
Financial Statement Date:
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of July 5,
2001 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement"; the terms defined therein being
used herein as therein defined), among The Bombay Company, Inc., a Delaware
corporation (the "Borrower"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.
The undersigned Responsible Officer hereby certifies as of the date hereof that
he/she is the _____________________________________ of the Borrower, and that,
as such, he/she is authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the Borrower, and certifies to the
Administrative Agent and the other Lenders the following information is true
and correct as of the effective date. Terms used in this Borrowing Base
Certificate but not defined herein shall have the same meanings as given to
such terms in the Credit Agreement.
Discount Borrowing
Factor Base Value
A. Eligible Inventory $___________
B. Net Security Value of Inventory (15% cap
on non-U.S. Inventory) $________ X .45 = $___________
C. Aggregate Commitments $75,000,000.00
D. Borrowing Limit (Lesser of B or C) $___________
E. Outstanding Amount of Committed Loans,
Swing Line Loans and L/C Obligations as
of Effective Date (Includes $_____________
in Existing L/Cs) $___________
F. Available to Advance (or If Negative, Amount
Required to Be Repaid) (D - E) $___________
THE BOMBAY COMPANY, INC.
By:
Name: Xxxxxx X. Xxxxxxx
Title:Senior Vice President
