EXHIBIT 99
FOOTHILL CAPITAL CORPORATION
October 24, 1996
Town & Country Corporation
Town & Country Fine Jewelry Group, Inc.
Gold Xxxxx, Inc.
X.X. Xxxxxxx Company, Inc.
00 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Re: Waivers of Events of Default with respect to the "Non-Compliance Items"
as defined below
Gentlemen:
Reference is made to the Loan Agreement dated as of July 3, 1996
(as the same heretofore may have been amended or modified, the
"Agreement") between Foothill Capital Corporation ("Lender") and
Town & Country Corporation, Town & Country Fine Jewelry Group,
Inc., Gold Xxxxx, Inc., and X.X. Xxxxxxx Company, Inc.
(collectively, "Borrower"). Terms used herein and not otherwise
defined herein shall have the meaning ascribed thereto in the
Agreement.
Borrower has advised Lender that:
1. Borrower is not in compliance with Section 6.13(a) of the
Agreement on August 25, 1996, because Borrower failed to
maintain the minimum ratio of Consolidated Current Assets
divided by Consolidated Current Liabilities required therein at
all times;
2. Borrower is not in compliance with Section 6.13(b) of the
Agreement on August 25, 1996, because Borrower failed to
maintain the minimum Consolidated Tangible Net Worth required
therein at all times;
3. Borrower is not in compliance with Section 6.13(c) of the
Agreement on August 25, 1996, because Borrower failed to
maintain the minimum Working Capital amount required therein at
all times;
4. Borrower is not in compliance with Section 6.13(d) of the
Agreement on August 25, 1996, because Borrower failed to
maintain the minimum Consolidated Interest Coverage Ratio
required therein for the twelve (12) month period ended August
25, 1996; and
5. Borrower is not in compliance with Section 6.13(f) of the
Agreement on August 25, 1996, because Borrower failed to
maintain a ratio of Consolidated Total Senior Liabilities
divided by Consolidated Tangible Capital Base not more than
the ratio required therein at all times;
(the foregoing items 1, 2, 3, 4, and 5 are referred
to herein, collectively, as the "Non-Compliance Items").
Borrower has asked Lender to waive any Event of Default
that may have been occasioned by any of the Non-Compliance
Items. Lender hereby waives any Event of Default that may
have been occasioned solely by any of the Non-Compliance Items.
The waiver of the Non-Compliance Items is limited to the
specifics hereof, shall not apply with respect to any facts or
occurrences other than those on which the applicable
Non-Compliance Item is based, shall not excuse future
non-compliance with the Agreement (as it may from time to time
be amended), including Section 6.13 thereof, and except as
expressly set forth herein, shall not operate as a waiver or an
amendment of any right, power or remedy of Lender, nor as a
consent to any further or other matter, under the Loan Documents.
This waiver shall not be effective until Lender advises
Borrower in writing that Lender has obtained any consents that
Lender may need or require from participants of Lender.
Cordially,
Foothill Capital Corporation
By: /s/Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Senior Vice President
FOOTHILL
October 24, 1996
Xx. Xxxxxx Xxxxxx
Town & Country Corporation
00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Dear Xxx:
This letter should serve as notice that Foothill Capital has
received proper
consent from our participants and the "Waiver of Event of
Default with respect to
the Non-Compliance Items" dated October 24, 1996, is now
effective.
Sincerely
/S/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Assistant Vice President
CC:
Xxxxx Xxxxxxxx, CIT
Xxxx Xxxxx, FINOVA Capital Corporation
Xxxxx Xxxxxxx, Textron Financial Corporation
Xxxxx Xxxxxxx, Coast Business Credit
Foothill Capital Corporation
000-000-0000 / Fax 000-000-0000
00 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000
