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EXHIBIT 10.38
June 21, 2000
Tandy Brands Accessories, Inc.
000 Xxxx Xxxxx Xxxx.
Xxxxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
This First Amendment to the Revolving Credit Agreement (the "Amendment")
will serve to set forth the amended terms of the financing transaction by and
between TANDY BRANDS ACCESSORIES, INC. ("Borrower"), and XXXXX FARGO HSBC TRADE
BANK, N.A. ("Lender").
WHEREAS, Borrower and Lender have entered into that certain Revolving
Credit Agreement, dated April 30, 1999, (the "Original Agreement" and as amended
hereby, the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lender extend the maturity
date under the Original Agreement, and the Lender is willing to do so subject to
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. DEFINITIONS. All capitalized terms used but not otherwise defined in
this Amendment shall have the meaning ascribed to them in the Original
Agreement. Unless otherwise specified, all section references herein
refer to sections of the Original Agreement.
2. AMENDMENTS. The Original Agreement is hereby amended as follows:
2.1 AMENDMENT TO SECTION 1.1. The definitions specified below are
amended as follows:
a. The definition of "Fixed Charges" is amended to read as
follows:
"Fixed Charges" means, for any period for Borrower and its
Subsidiaries, the sum of (a) Cash Interest Expense, (b) scheduled
principal payments of Indebtedness for borrowed money, (c)
Capital Expenditures excluding Acquisition Capital Expenditures,
(d) cash Dividends, and (e) cash tax expenses.
b. The definition of "NationsBank Credit Agreement" is amended
to read as follows:
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"Bank of America Credit Agreement" means the Revolving Credit and
Term Loan agreement dated November 17, 1998 between Borrower and
Bank of America, N.A., as may be amended from time to time.
All references in the Credit Agreement to the Nations Bank Credit
Agreement shall mean the Bank of America Credit Agreement.
c. The definition of "Termination Date" is amended to read
as follows:
"Termination Date" means the earliest of (a) May 14, 2002, (b)
the date that Lender's commitment to fund Advances hereunder is
terminated pursuant to Section 8.2, or (c) the date that Lender's
commitment to fund Advances hereunder is reduced to zero pursuant
to Section 2.1.
2.2 Addition of Section 7.14. New Section 7.14 is added to the Credit
Agreement as follows:
7.14 Purchase of Treasury Stock. Borrower shall not purchase its
own shares for a purchase price in excess of $8,000,000 in the
aggregate.
3. CONDITIONS PRECEDENT. As a condition precedent to the effectiveness of
this Amendment, Borrower agrees to provide the following documents to
Lender:
(a) Each of the Guarantors shall execute and deliver to Lender a
confirmation of guarantee in form and substance satisfactory to
Lender confirming each Guarantor's guarantee of Borrower's
indebtedness under the Credit Agreement;
(b) Borrower agrees that it shall execute and deliver to Lender an
Amended and Restated Revolving Credit Note;
(c) Tandy Brands Accessories Handbags Inc. shall execute and deliver
to Lender a Guaranty Agreement in form and substance satisfactory
to Lender.
4. RATIFICATIONS, REPRESENTATIONS AND WARRANTIES. The terms and
provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Original Agreement
and, except as expressly modified and superseded by this Amendment,
the terms and provisions of the Original Agreement are ratified and
confirmed and shall continue in full force and effect. The Borrower
and Lender agree that the Original Agreement, as amended hereby, shall
continue to be legal, valid, binding and enforceable in accordance
with their respective terms. The Borrower represents and warrants that
as of the date hereof, there is no Event of Default or Potential
Default under the Credit Agreement.
5. BENEFITS. This Amendment shall be binding upon and inure to the
benefit of Lender and Borrower, and their respective successors and
assigns; provided, however, that Borrower may not, without the prior
written consent of Lender, assign
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any rights, powers, duties or obligations under this Amendment, the
Original Agreement or any of the other Loan Documents.
6. CONSTRUCTION. This Amendment has been executed and delivered in the
State of Texas, shall be governed by and construed in accordance with
the laws of the State of Texas, and shall be performable by the
parties hereto in Dallas County, Texas.
7. INVALID PROVISIONS. If any provision of this Amendment is held to be
illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable and the remaining provisions of
this Amendment shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance.
8. ENTIRE AGREEMENT. The Original Agreement, as amended by this
Amendment, contains the entire agreement among the parties regarding
the subject matter hereof and supersedes all prior written and oral
agreements and understandings among the parties hereto regarding same.
9. REFERENCE TO ORIGINAL AGREEMENT. The Original Agreement and any and
all other agreements, documents or instruments now or hereafter
executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Original Agreement, as amended hereby, are hereby amended
so that any reference in the Original Agreement to the Original
Agreement shall mean a reference to the Original Agreement as amended
hereby.
10. COUNTERPARTS. This Amendment may be separately executed in any number
of counterparts, each of which shall be an original, but all of which,
taken together, shall be deemed to constitute one and the same
agreement.
If the foregoing correctly sets forth our mutual agreement, please so
acknowledge by signing and returning this Amendment to the undersigned.
Very truly yours,
XXXXX FARGO HSBC TRADE BANK, N.A.
By: /s/ XXXXX XXXXXXXX
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Name: XXXXX XXXXXXXX
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Title: VICE PRESIDENT
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Lender's Address:
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
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ACCEPTED as of the date
first written above.
BORROWER:
TANDY BRANDS ACCESSORIES, INC.
By: /s/ [ILLEGIBLE]
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Name: [ILLEGIBLE]
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Title: SVP, CFO
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