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EXHIBIT 10.14
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated June 19, 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"), AMSOUTH
BANK, an Alabama banking corporation formerly known as AmSouth Bank of Alabama
("AmSouth"), SUNTRUST BANK, ATLANTA, a Georgia banking corporation,
NATIONSBANK, N.A., a national banking association, successor by merger to
NationsBank, N.A. (South), a national banking association formerly known as
NationsBank of Georgia, N.A., and SOUTHTRUST BANK, NATIONAL ASSOCIATION, a
national banking association (collectively, the "Lenders"), and AMSOUTH BANK,
an Alabama banking corporation formerly known as AmSouth Bank of Alabama, as
agent for the Lenders (the "Agent").
RECITALS
A. The Borrowers, the Agent and the Lenders are parties to that
certain Credit Agreement dated October 27, 1995 as amended by a First Amendment
to Credit Agreement dated June 4, 1997 (collectively, the "Agreement") pursuant
to which the Lenders have made available to the Borrowers a revolving credit
facility in an aggregate principal amount outstanding not to exceed $90,000,000
(the "Revolving Facility"), the proceeds of which are to be used by the
Borrowers for general corporate purposes.
A. The Borrowers have applied to the Lenders for an extension of
the Termination Date of the Revolving Facility until June 18, 2003, and for a
provision permitting additional extensions of the Termination Date under agreed
terms and conditions.
B. The Lenders are willing to extend the Termination Date as
requested only if, among other things, the Borrowers enter into this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, and to
induce the Lenders to increase the amount of the Revolving Facility, the
Borrowers, the Lenders and the Agent 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 deleted and replaced in its entirety by the following:
"Termination Date shall mean June 18, 2003, as the same may be
extended from
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time to time in accordance with Section 2.12 hereof."
3. Section 2.12 of the Agreement is hereby deleted in its
entirety and replaced by the following:
"SECTION 2.12 EXTENSION OF TERMINATION DATE 2.12 EXTENSION OF
TERMINATION DATE. If the Borrowers have furnished to the Agent and the
Lenders the financial statements referred to in Section 7.3 within the
time set forth therein, the Borrowers may request, not earlier than
thirty (30) days prior to June 19, 1999 and June 19, 2000,
respectively, that the Termination Date be extended for an additional
period of one year. The Agent shall notify the Borrowers in writing,
within sixty (60) days of receipt of such request, of the decision of
the Lenders as to whether to extend the Termination Date. Failure by
the Agent to give such notice shall constitute refusal by the Lenders
to extend the Termination Date. The Termination Date shall be extended
only upon written consent of all Lenders."
4. Pursuant to Section 10.2(b) of the Agreement, NationsBank,
N.A. hereby designates the address and facsimile number set forth below its
signature on the attached signature page as its notice address for all purposes
under the Agreement.
5. Notwithstanding the execution of this Amendment, all of the
indebtedness evidenced by each of the Notes shall remain in full force and
effect, as modified hereby, and nothing contained in this Amendment shall be
construed to constitute a novation of the indebtedness evidenced by any of the
Notes 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 any of the Notes; (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 any of the Notes 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.
6. 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.
7. The Borrowers hereby certify that the organizational
documents of the Borrowers have not been amended since October 27, 1995.
8. 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.
9. 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
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to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.
10. 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 specifically mentioned herein.
11. This Amendment shall be governed by the laws of the State of
Alabama.
[Remainder of this page intentionally blank.]
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IN WITNESS WHEREOF, each of the Borrowers, the Lenders and the Agent
has caused this Amendment to be executed and delivered by its duly authorized
corporate officer 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
Commitment Amount: $27,000,000
Applicable Commitment Percentage: 30.000%
Lending Office and Hand Delivery Address:
7th Floor, 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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SUNTRUST BANK, ATLANTA
By: /s/ Xxxxx X. Edge
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Its Vice President
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By: /s/ Xxxx X. Xxxxxx
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Its Vice President
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Commitment Amount: $24,000,000
Applicable Commitment Percentage: 26.667%
Lending Office and Hand Delivery Address:
00 Xxxx Xxxxx X.X.
Mail Code 000 - 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
FAX: (000) 000-0000
Attention: X. XxXxxxxxx Xxxxxx, III
Mailing Address:
Post Office Box 4418
Mail Code 120
Xxxxxxx, Xxxxxxx 00000
FAX: (000) 000-0000
Attention: X. XxXxxxxxx Xxxxxx, III
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NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxxxx
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Its: Vice President
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Commitment Amount: $24,000,000
Applicable Commitment Percentage: 26.667%
Lending Office, Hand Delivery and Mailing
Address:
000 Xxxxxxxxx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
FAX: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
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SOUTHTRUST BANK, NATIONAL
ASSOCIATION
By: /s/ J. Xxxxxx XxXxxxxx
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Its: Group Vice President
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Commitment Amount: $15,000,000
Applicable Commitment Percentage: 16.666%
Lending Office and Hand Delivery Address:
6th Floor, SouthTrust Tower
000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
FAX: (000) 000-0000
Attention: J. Xxxxxx XxXxxxxx, Xx.
Mailing Address:
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: J. Xxxxxx XxXxxxxx, Xx.
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AMSOUTH BANK, as Agent
By: /s/ Xxxxx X. Xxxxxxx
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Its Senior Vice President
