REVOLVING NOTE
$7,500,000 Minneapolis, Minnesota
March 20, 2002
For value received, the undersigned, THE LEATHER FACTORY, INC., a
Delaware corporation, XXXXXXX, XXXXXXX & COMPANY, INC., a New York corporation,
THE LEATHER FACTORY, INC., a Nevada corporation, THE LEATHER FACTORY OF NEVADA
INVESTMENTS INC., TANDY LEATHER COMPANY, INC., a Nevada corporation, TANDY
LEATHER COMPANY INVESTMENTS, INC., a Nevada corporation, THE LEATHER FACTORY,
L.P., a Texas limited partnership, TANDY LEATHER COMPANY, L.P., a Texas limited
partnership, HI-LINE LEATHER & MANUFACTURING COMPANY, a California corporation,
THE LEATHER FACTORY, INC., an Arizona corporation (collectively, the "Borrowers"
and each a "Borrower"), hereby promise to pay on the Termination Date under the
Credit Agreement (defined below), to the order of XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, a Minnesota corporation (the "Lender"), at its main office
in Minneapolis, Minnesota, or at any other place designated at any time by the
holder hereof, in lawful money of the United States of America and in
immediately available funds, the principal sum of Seven Million Five Hundred
Thousand Dollars and No Cents ($7,500,000) or, if less, the aggregate unpaid
principal amount of all Revolving Advances made by the Lender to any Borrower
under the Credit Agreement (defined below) together with interest on the
principal amount hereunder remaining unpaid from time to time, computed on the
basis of the actual number of days elapsed and a 360-day year, from the date
hereof until this Note is fully paid at the rate from time to time in effect
under the Amended and Restated Credit and Security Agreement of even date
herewith (the "Credit Agreement") by and between the Lender and the Borrowers.
The principal hereof and interest accruing thereon shall be due and payable as
provided in the Credit Agreement. This Note may be prepaid only in accordance
with the Credit Agreement.
This Note is issued pursuant, and is subject, to the Credit Agreement,
which provides, among other things, for acceleration hereof. This Note is the
Revolving Note referred to in the Credit Agreement. This Note is issued in
substitution for and replacement of, but not in payment of, the Old Revolving
Note (as defined in the Credit Agreement). This Note is secured, among other
things, pursuant to the Credit Agreement and the Security Documents as therein
defined, and may now or hereafter be secured by one or more other security
agreements, mortgages, deeds of trust, assignments or other instruments or
agreements.
The Borrowers shall pay all costs of collection, including attorneys'
fees and legal expenses if this Note is not paid when due, whether or not legal
proceedings are commenced.
Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.
THE LEATHER FACTORY, L.P., THE LEATHER FACTORY, INC., a
a Texas limited partnership Delaware corporation; XXXXXXX,
XXXXXXX & COMPANY, INC., a New
By THE LEATHER FACTORY, INC., York corporation; THE LEATHER
a Nevada corporation FACTORY, INC., a Nevada
Its General Partner corporation; THE LEATHER FACTORY
OF NEVADA INVESTMENTS INC., a
By /s/ Xxxx Xxxxxxxx Nevada corporation; TANDY
------------------ LEATHER COMPANY, INC., a Nevada
Xxxx Xxxxxxxx corporation; TANDY LEATHER
Its Chief Executive Officer COMPANY INVESTMENTS, INC., a
Nevada corporation; HI-LINE
TANDY LEATHER COMPANY, L.P., LEATHER & MANUFACTURING COMPANY,
a Texas limited partnership a California corporation; and
THE LEATHER FACTORY, INC., an
Arizona corporation
By TANDY LEATHER COMPANY, INC.,
a Nevada corporation
Its General Partner By /s/ Xxxx Xxxxxxxx
--------------------
Xxxx Xxxxxxxx
By /s/ Xxxx Xxxxxxxx Its Chief Executive Officer
------------------
Xxxx Xxxxxxxx
Its Chief Executive Officer