EXHIBIT 10.15
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of February 8, 2000, by and between SHOE PAVILION CORPORATION, a
Washington corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION
("Bank").
RECITALS
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WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of December 1, 1998, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 5.6 is hereby deleted in its entirety, and the following
substituted therefor:
"SECTION 5.6. DIVIDENDS, DISTRIBUTIONS. Declare or pay
any dividend or distribution either in cash, stock or
any other property on Borrower's stock now or hereafter
outstanding, nor redeem, retire, repurchase or
otherwise acquire any shares of any class of Borrower's
stock now or hereafter; provided however, Borrower may
repurchase any such shares of stock, in a maximum
aggregate amount of $2,000,000.00."
2. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
3. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
XXXXX FARGO BANK,
SHOE PAVILION CORPORATION NATIONAL ASSOCIATION
By: /s/ [ILLEGIBLE]^^ By: /s/ Xxxxx O'Melveny
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Xxxxx O'Melveny
Title: CHAIRMAN & CEO Vice President
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CORPORATE RESOLUTION:
XXXXX FARGO BANK CONTINUING GUARANTY
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TO: XXXXX FARGO BANK, NATIONAL ASSOCIATION
RESOLVED: That this corporation, Shoe Pavilion, Inc., will benefit by any
credit now or hereafter extended by Xxxxx Fargo Bank, National Association
("Bank") to Shoe Pavilion Corporation ("Borrower").
BE IT FURTHER RESOLVED, that any one of the following officers:
CHAIRMAN & CEO, VICE PRESIDENT & CFO
together with any one of the following officers:
NONE
of this corporation be and they are hereby authorized and empowered for and on
behalf of and in the name of this corporation and as its corporate act and deed:
(a) to guarantee the repayment of any indebtedness of Borrower to Bank in
an amount or amounts not to exceed at any one time the sum of $20,000,000.00
for principal, plus all interest accrued thereto and costs and expenses
pertaining thereto; and
(b) to execute and deliver to Bank such continuing guaranties and
endorsements, all in form and substance satisfactory to Bank, as Bank may
request, together with such other contracts or instruments as Bank deems
necessary or convenient to accomplish the purposes of this resolution and/or to
perfect or continue the rights and remedies to be given to Bank pursuant hereto.
BE IT FURTHER RESOLVED, that the authority hereby conferred is in addition
to that conferred by any other resolution heretofore or hereafter delivered by
this corporation to Bank and shall continue in full force and effect until Bank
shall have received notice in writing, certified by the Secretary of this
corporation, of the revocation hereof by a resolution duly adopted by the Board
of Directors of this corporation. Any such revocation shall be effective only as
to credit which is extended or committed by Bank, or actions which are taken by
this corporation pursuant to the resolutions contained herein, subsequent to
Bank's receipt of such notice. The authority hereby conferred shall be deemed
retroactive, and any and all acts authorized herein which were performed prior
to the passage of this resolution are hereby approved and ratified.
SEE REVERSE OF FORM FOR CERTIFICATION
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CERTIFICATION
I, Xxxx Xxxxxxxx, Secretary of Shoe Pavilion, Inc., a corporation created
and existing under the laws of the state of Delaware, do hereby certify and
declare that the foregoing is a full, true and correct copy of the resolutions
duly passed and adopted by the Board of Directors of said corporation, by
written consent of all Directors of said corporation or at a meeting of said
Board duly and regularly called, noticed and held on 2/15/00, at which meeting a
quorum of the Board of Directors was present and voted in favor of said
resolutions; that said resolutions are now in full force and effect; that there
is no provision in the Articles of Incorporation or Bylaws of said corporation,
or any shareholder agreement, limiting the power of the Board of Directors of
said corporation to pass the foregoing resolutions and that such resolutions are
in conformity with the provisions of such Articles of Incorporation and Bylaws;
and that no approval by the shareholders of, or of the outstanding shares of,
said corporation is required with respect to the matters which are the subject
of the foregoing resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand and, if required by Bank
affixed the corporate seal of said corporation, as of 2/15/00.
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Secretary
(SEAL)
XXXXX FARGO BANK CERTIFICATE OF INCUMBENCY
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TO: XXXXX FARGO BANK, NATIONAL ASSOCIATION
The undersigned, Xxxx Xxxxxxxx, Secretary of Shoe Pavilion, Inc., a
corporation created and existing under the laws of the state of Delaware, hereby
certifies to Xxxxx Fargo Bank, National Association ("Bank") that (a) the
following named persons are duly elected officers of this corporation and
presently hold the titles specified below, (b) said officers are authorized to
act on behalf of this Corporation in transactions with Bank, and (c) the
signature opposite each officer's name is his or her true signature:
TITLE NAME SIGNATURE
Chairman & CEO Xxxxxx Xxxxxx /s/ D Beinus
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Vice President & CEO Xxxx Xxxxxxxx /s/ Xxxx Xxxxxxxx
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The undersigned further certifies that if any of the above-named officers
change, or if, at any time, any of said officers are no longer authorized to act
on behalf of this corporation in transactions with Bank, this corporation shall
immediately provide to Bank a new Certificate of Incumbency. Bank is hereby
authorized to rely on this Certificate of Incumbency until a new Certificate of
Incumbency certified by the Secretary of this corporation is received by Bank.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said corporation as of 2/15/00.
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Secretary
(SEAL)
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XXXXX FARGO BANK CORPORATE RESOLUTION: BORROWING
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TO: XXXXX FARGO BANK, NATIONAL ASSOCIATION
RESOLVED: That this corporation, Shoe Pavilion Corporation, proposes to
obtain credit from time to time, or has obtained credit, from Xxxxx Fargo Bank,
National Association ('Bank').
BE IT FURTHER RESOLVED, that any one of the following officers:
CHAIRMAN & CEO, VICE PRESIDENT & CFO together with any one of the following
officers:
NONE
of this corporation be and they are hereby authorized and empowered for and on
behalf of and in the name of this corporation and as its corporate act and deed:
(a) To borrow money from Bank and to assume any liabilities of any other
person or entity to Bank, in such form and on such terms and conditions as shall
be agreed upon by those authorized above and Bank, and to sign and deliver to
Bank such promissory notes and other evidences of indebtedness for money
borrowed or advanced and/or for indebtedness assumed as Bank shall require; such
promissory notes or other evidences of indebtedness may provide that advances be
requested by telephone communication and by any officer, employee or agent of
this corporation so long as the advances are deposited into any deposit account
of this corporation with Bank; this corporation shall be bound to Bank by, and
Bank may rely upon, any communication or act, including telephone
communications, purporting to be done by any officer, employee or agent of this
corporation provided that Bank believes, in good faith, that the same is done by
such person.
(b) To contract for the issuance by Bank of letters of credit, to discount
with Bank notes, acceptances and evidences of indebtedness payable to or due
this corporation, to endorse the same and execute such contracts and instruments
for repayment thereof to Bank as Bank shall require, and to enter into foreign
exchange transactions with or through Bank.
(c) To mortgage, encumber, pledge, convey, grant, assign or otherwise
transfer all or any part of this corporation's real or personal property for the
purpose of securing the payment of any of the promissory notes, contracts,
instruments and other evidences of indebtedness authorized hereby, and to
execute and deliver to Bank such deeds of trust, mortgages, pledge agreements,
security agreements and/or other related documents as Bank shall require.
(d) To perform all acts and to execute and deliver all documents described
above and all other contracts and instruments which Bank deems necessary or
convenient to accomplish the purposes of this resolution and/or to perfect or
continue the rights, remedies and security interests to be given to Bank
pursuant hereto, including without limitation, any modifications, renewals
and/or extensions of any of this corporation's obligations to Bank, however
evidenced; provided that the aggregate principal amount of all sums borrowed and
credits established pursuant to this resolution shall not at any time exceed the
sum of $2S,000,000.00 outstanding and unpaid.
Loans made pursuant to a special resolution and loans made by offices of
Bank other than the office to which this resolution is delivered shall be in
addition to foregoing limitation.
BE IT FURTHER RESOLVED, that the authority hereby conferred is in addition
to that conferred by any other resolution heretofore or hereafter delivered by
this corporation to Bank and shall continue in full force and effect until Bank
shall have received notice in writing, certified by the Secretary of this
corporation, of the revocation hereof by a resolution duly adopted by the Board
of Directors of this corporation. Any such revocation shall be effective only as
to credit which is extended or committed by Bank, or actions which are
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taken by this corporation pursuant to the resolutions contained herein,
subsequent to Bank's receipt of such notice. The authority hereby conferred
shall be deemed retroactive, and any and all acts authorized herein which were
performed prior to the passage of this resolution are hereby approved and
ratified.
CERTIFICATION
I, Xxxx Xxxxxxxx, Secretary of Shoe Pavilion Corporation, a corporation
created and existing under the laws of the state of Washington, do hereby
certify and declare that the foregoing is a full, true and correct copy of the
resolutions duly passed and adopted by the Board of Directors of said
corporation, by written consent of all Directors of said corporation or at a
meeting of said Board duly and regularly called, noticed and held on 2/15/00, at
which meeting a quorum of the Board of Directors was present and voted in favor
of said resolutions; that said resolutions are now in full force and effect;
that there is no provision in the Articles of Incorporation or Bylaws of said
corporation, or any shareholder agreement, limiting the power of the Board of
Directors of said corporation to pass the foregoing resolutions and that such
resolutions are in conformity with the provisions of such Articles of
Incorporation and Bylaws; and that no approval by the shareholders of, or of the
outstanding shares of, said corporation is required with respect to the matters
which are the subject of the foregoing resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand and, if required by Bank
affixed the corporate seal of said corporation, as of 2/15/00.
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Secretary
(SEAL)
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XXXXX FARGO BANK CERTIFICATE OF INCUMBENCY
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TO: XXXXX FARGO BANK, NATIONAL ASSOCIATION
The undersigned, Xxxx Xxxxxxxx, Secretary of Shoe Pavilion Corporation, a
corporation created and existing under the laws of the state of Washington,
hereby certifies to Xxxxx Fargo Bank, National Association ("Bank") that (a) the
following named persons are duly elected officers of this corporation and
presently hold the titles specified below, (b) said officers are authorized to
act on behalf of this Corporation in transactions with Bank, and (c) the
signature opposite each officer's name is his or her true signature:
TITLE NAME SIGNATURE
Chairman CEO Xxxxxx Xxxxxx /s/ D Beinus
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Vice President & CEO Xxxx Xxxxxxxx /s/ Xxxx Xxxxxxxx
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The undersigned further certifies that if any of the above-named officers
change, or if, at any time, any of said officers are no longer authorized to act
on behalf of this corporation in transactions with Bank, this corporation shall
immediately provide to Bank a new Certificate of Incumbency. Bank is hereby
authorized to rely on this Certificate of Incumbency until a new Certificate of
Incumbency certified by the Secretary of this corporation is received by Bank.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said corporation as of 2/15/00.
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Secretary
(SEAL)
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