EXHIBIT 10.15
EIGHTH AMENDMENT TO AMENDMENT AND RESTATEMENT OF
CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
(this "Amendment") dated effective as of August 1, 2003 (the "Effective Date"),
is by and between HANDY HARDWARE WHOLESALE, INC. ("Borrower"), and JPMORGAN
CHASE BANK, ("Bank").
PRELIMINARY STATEMENT. Bank and Borrower are parties to an Amendment and
Restatement of Credit Agreement dated as of April 30, 1996, as amended by a
First Amendment dated as of April 30, 1997, a Second Amendment dated as of April
30, 1998, a Third Amendment dated as of April 30, 1999, a Fourth Amendment dated
as of April 30, 2000 and a Fifth Amendment dated as of April 30, 2001, a Sixth
Amendment dated as of April 30, 2002 and a Seventh Amendment dated as of April
30, 2003 ("Credit Agreement"). All capitalized terms defined in the Credit
Agreement and not otherwise defined in this Amendment shall have the same
meanings in this Amendment as in the Credit Agreement. Bank and Borrower have
agreed to amend the Credit Agreement to the extent set forth herein, and in
order to decrease the interest rate applicable to the Note.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, Bank and Borrower hereby agree as follows:
Section 1. Section 1.1 of the Credit Agreement is amended by substituting
the following for the Section 1.1 of the Credit Agreement:
Revolving Credit Note 1.1 Subject to the terms and conditions hereof,
Bank agrees to make loans ("Loan" or "Loans") to Borrower from time to time
before the Termination Date, not to exceed at any one time outstanding
$10,000,000.00 (the "Commitment "). Borrower has the right to borrow, repay
and reborrow. Each Loan must be at least the minimum amount required in the
Note or the balance of the Note, whichever is less. The Loans may only be
used for capital expenditures and working capital. Chapter 346 of the Texas
Finance Code will not apply to this Agreement, the Note or any Loan. The
Loans will be evidenced by, and will bear interest and be payable as
provided in the promissory note of Borrower dated August 1, 2003 (together
with any and all renewals, extensions, modifications and replacements
thereof and substitutions therefor, the "Note"), which is given in
modification and replacement of that certain promissory note dated April
30, 2003 in the original principal amount of $10,000,000.00 maturing April
30, 2005. "Termination Date" means the earlier of: (a) April 30, 2005; or
(b) the date specified by Bank pursuant to Section 6.1 of this Agreement."
Section 2. Borrower hereby represents and warrants to Bank that after
giving effect to the execution and delivery of this Amendment: (a) the
representations and warranties set forth in the Credit Agreement are true and
correct on the Effective Date as though made on and as of such date; and (b) to
the best of the undersigned's knowledge after reasonable investigation performed
in good faith, no default or Event of Default has occurred under the Agreement
and is continuing as of the Effective Date.
Section 3. This Amendment shall become effective as of the Effective Date
upon its execution and delivery by each of the parties named in the signature
lines below. The term "Agreement", as used in the Credit Agreement, shall also
refer to the Credit Agreement as amended by this Amendment.
Section 4. Borrower further acknowledges that each of the other Loan
Documents is in all other respects ratified and confirmed, and all of the
rights, powers and privileges created thereby or thereunder are ratified,
extended, carried forward and remain in full force and effect except as the
Credit Agreement is amended by this Amendment.
Section 5. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed an original and all of which taken together shall
constitute but one and the same agreement.
Section 6. This Amendment shall be included within the definition of "Loan
Documents" as used in the Agreement.
Section 7. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS AND AS APPLICABLE, THE LAWS OF THE UNITED
STATES OF AMERICA.
THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE A "LOAN
AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE,
AND REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF BANK AND THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the Effective Date.
BORROWER: HANDY HARDWARE WHOLESALE, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx Xxxxxx
Title: Executive Vice President
Address: 0000 Xxxxxxxx, Xxxxxxx, Xxxxx 00000
BANK: JPMORGAN CHASE BANK
By: /s/ Xxxxxx Xxxxxx, Jr.
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Name: Xxxxxx Xxxxxx, Jr.
Title: Senior Vice President
Address: 000 Xxxxxx, Xxxxxxx, Xxxxx 00000
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