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EXHIBIT 99.3
CONSENT TO MERGER
as of July 1, 1998
CRAFTMADE INTERNATIONAL, INC.
000 X. Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Chief Executive Officer
DUROCRAFT INTERNATIONAL, INC.
000 X. Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Chief Executive Officer
Re: Credit Agreement dated as of May 30, 1996 among CRAFTMADE
INTERNATIONAL, INC., a Delaware corporation, DUROCRAFT
INTERNATIONAL, INC., a Texas corporation, CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION (formerly named TEXAS COMMERCE BANK,
NATIONAL ASSOCIATION), as agent (the "Agent"), and CHASE BANK OF
TEXAS, NATIONAL ASSOCIATION (formerly named TEXAS COMMERCE BANK,
NATIONAL ASSOCIATION) and FROST NATIONAL BANK (formerly known as
XXXXXXX BANK AND TRUST) (the "Lenders"), as amended from time to
time, including by that certain First Amendment dated as of
October 8, 1996 and that certain Second Amendment dated as of
November 1, 1997 (as so amended, the "Credit Agreement")
Dear Xx. Xxxxxxx:
We refer to the referenced Credit Agreement. All capitalized terms
defined in the Credit Agreement and not otherwise defined in this consent letter
have the same meanings in this consent letter as in the Credit Agreement.
Section 8.3 of the Credit Agreement provides that without the prior
written consent of the Agent and the Lenders, Borrower will not, and will not
permit any Subsidiary to, become a party to a merger. Pursuant to your request
of Lenders, Lenders hereby consent to the merger (the "Merger") of Trade Source
International, Inc., a California corporation, with and into Trade Source
International, Inc., a Delaware corporation and a wholly-owned subsidiary of
Craftmade International, Inc., on the terms and conditions set forth in that
certain Merger Agreement (the "Merger Agreement") made as of July 1, 1998 by and
among Craftmade International, Inc., Trade Source International, Inc., a
Delaware corporation, Trade Source International, Inc., a California
corporation, and the latter's shareholders identified therein.
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CRAFTMADE INTERNATIONAL, INC.
DUROCRAFT INTERNATIONAL, INC.
as of July 1, 1998
Page 2
The effectiveness of the foregoing consent is conditioned upon
Xxxxxxxx's and Guarantor's acknowledgement, evidenced by their signatures below,
that the foregoing consent is consent only to the Merger itself, without more,
and specifically is not (a) consent to other provisions, if any, of the Credit
Agreement with respect to which the transactions contemplated by the Merger
Agreement may require consent and (b) except with respect to Section 8.3 as
provided in the paragraph above, a waiver of any other term or condition of the
Credit Agreement. For purposes of example only, the paragraph above is not
consent to any incurrence of Debt (which incurrence is limited as provided in
Section 8.1 of the Credit Agreement) or to any creation or assumption of a Lien
(which creation or assumption is limited as provided in Section 8.2 of the
Credit Agreement).
Please understand that the foregoing consent does not create any
obligation on the Agent's or a Xxxxxx's part to consent to any similar matter
under similar or dissimilar circumstances.
Sincerely,
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
FROST NATIONAL BANK
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Senior Vice President
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CRAFTMADE INTERNATIONAL, INC.
DUROCRAFT INTERNATIONAL, INC.
as of July 1, 1998
Page 3
ACKNOWLEDGED as of July 1, 1998:
CRAFTMADE INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DUROCRAFT INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
C/D/R hereby acknowledges, consents and agrees to the foregoing consent
letter and (a) acknowledges that its obligations under that certain Guaranty
Agreement executed by it effective as of May 30, 1996, in favor of the Agent and
the Lenders, includes a guaranty of all of the obligations, indebtedness and
liabilities of the Borrower under the Credit Agreement as affected by the
foregoing consent letter, (b) represents to the Agent and the Lenders that such
Guaranty remains in full force and effect and shall continue to be its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, and (c) agrees that the foregoing consent letter and all documents
executed in connection herewith do not operate, and that the prior amendments to
the Credit Agreement and all documents executed in connection therewith have not
operated, to reduce or discharge its obligations under such Guaranty.
C/D/R INCORPORATED
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: President
Date: as of July 1, 1998
