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EXHIBIT 10.22
NationsBank of Texas, NA.
LOAN AGREEMENT
This Loan Agreement (the "Agreement") dated as of May 16,1997, by and
between NationsBank, N.A. a national banking association ("Bank") and the
Borrower described below.
[THIS AGREEMENT CONTAINS SOME PROVISIONS PRECEDED BY BOXES. XXXX ONLY
THOSE BOXES BESIDE PROVISIONS WHICH WILL BE APPLICABLE TO THIS TRANSACTION. A
BOX WHICH IS NOT MARKED MEANS THAT THE PROVISION BESIDE IT IS NOT APPLICABLE TO
THIS TRANSACTION.]
In consideration of the Loan or Loans described below and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, Bank and Borrower agree as follows:
1. DEFINITIONS AND REFERENCE TERMS. In addition to any other
terms defined herein, the following terms shall have the meaning set forth with
respect thereto:
A. BORROWER: Tandy Brands Accessories, Inc.
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a Delaware Corporation
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B. BORROWER'S ADDRESS:
000 Xxxx Xxxxx Xxxx.
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Suite 200
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Xxxxxxxxx, Xxxxx 00000
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C. Accounting Terms. All accounting terms not
specifically defined or specified herein shall have the meanings generally
attributed to such terms under generally accepted accounting principles
("GAAP") as in effect from time to time consistently applied, with respect to
the financial statements referenced in Section 3.H. hereof.
D. "Acquistion Capital Expenditures" shall mean for
any period the aggregate expenditures, costs, financings (which shall include
Capitalized Lease financings or transactions including such leases) cash
expended, stock transactions or other methods of purchasing a tangible fixed
asset or capital asset i.e., the total "Purchase Price" of such acquisition
which shall be supported by appraisals, accounting practices sales contracts or
other evidence generally utilized in reflecting the purchase price of
acquisitions and which purchase price will be reflected in the Borrower's
financial statements.
E. "Capital Expenditures" shall mean, for any period,
the aggregate of all expenditures and costs of the Borrower (whether paid in
cash or accrued as liabilities during that period and including that portion of
Capitalized Leases of the Borrower) during such period that, in conformity with
GAAP, are required to be included in or classified as property, plant or
equipment or another similar fixed asset account reflected on the balance sheet
of the Borrower.
F. Current Assets. Current Assets means the aggregate
amount of all Borrower's assets which would, in accordance with GAAP properly
be defined as current assets.
G. Current Liabilities. Current Liabilities means the
aggregate amount of all current liabilities as determined in accordance with
GAAP, but in any event shall include all liabilities except those having a
maturity date which is more than one year from the date as of which such
computation is being made.
H. "EBITDA" Shall mean pretax income plus Interest
Expense plus amortization and depreciation.
I. "Effective Date" with respect of this Agreement,
shall mean May 16, 1997.
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J. "Fixed Charges" shall mean, as of any date, on a
consolidated basis, the sum of Borrower's (i) cash Interest Expense, (ii)
scheduled principal payments, (iii) Capital Expenditures excluding Acquisition
Capital Expenditures, (iv) cash dividends, (v) treasury stock repurchased and
(vi) cash tax expenses.
K. "Funded Indebtedness" shall mean, as of any date,
the sum of the following (without duplication): (i) all Indebtedness of
Borrower as of such date, other than consolidated Current Liabilities, (ii) all
Indebtedness which would be classified as "funded indebtedness" or "long-term
indebtedness" on a consolidated balance sheet of Borrower prepared as of such
date in accordance with GAAP, (iii) all Indebtedness, whether secured or
unsecured, of Borrower having a final maturity (or which is renewable or
extendible at the option of the obligor for a period ending more than one year
after the date of creation thereof), notwithstanding the fact that payments
made by the obligor less than one year after the date of creation thereof and
notwithstanding the fact that any amount thereof is at the time included also
in consolidated Current Liabilities of such obligor, (iv) all Indebtedness of
Borrower outstanding under a revolving credit or similar agreement providing
for borrowings (and renewals and extensions thereof) over a period of more
than one year, notwithstanding the fact that any such Indebtedness is created
within one year of the expiration of such agreement.
L. "GAAP" shall mean generally accepted accounting
principles in the United States of America, applied on a basis consistent with
those used in the preparation of the financial statements.
M. "Governmental Authority" shall mean any Federal,
state, municipal or other governmental department, commission, board, bureau,
agency court or instrumentality, domestic or foreign.
N. "Highest Lawful Rate" shall have the meaning
ascribed thereto in the Note.
0. Hazardous Materials Hazardous Materials include
all materials defined as hazardous materials or substances under any local,
state or federal environmental laws, rules or regulations, and petroleum,
petroleum products, oil and asbestos.
P. Loan. Any loan described in Section 2 hereof and
any subsequent loan which states that is subject to this Loan Agreement.
Q. Loan Documents. Loan Documents means this Loan
Agreement and any and all promissory notes executed by Borrower in favor of
Bank and all other documents, instruments, guarantees, certificates and
agreements executed and/or delivered by Borrower, any guarantor or third party
in connection with any Loan.
R. Maturity Date. Shall mean two (2) years from the
effective date, unless otherwise extended by Bank at its sole discretion.
S. Permitted Liens. Liens permitted as described in
Exhibit A attached hereto.
2. LOANS.
A. Loan. Bank hereby agrees to make (or has made) one
or more loans to Borrower in the aggregate principal face amount of $5,000,000.
The obligation to repay the loans is evidenced by a promissory note or notes
dated May 16, 1997 (the promissory note or notes together with any and all
renewals, extensions or rearrangements thereof being hereafter collectively
referred to as the "Note") having a maturity date, repayment terms and interest
rate as set forth in the Note.
i. [X] Revolving Credit Feature. The Loan provides
for a revolving line of credit (the "Line") under which Borrower may from time
to time, borrow, repay and re-borrow funds.
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ii. [X] Useage Fee. Borrower will pay hereafter on
August 1, 1997 and on the lst day of each Aug., Nov., Feb., May for the period
from and including the date the Line was established to and including the
maturity date of the Line, a usage fee at a rate per annum of 1/4% of the [X]
average daily unused portion of the Line during such period [ ] average daily
used portion of the Line during such period [ ] committed amount of the Line.
The Borrower may at any time upon written notice to the Bank permanently reduce
the amount of the Line at which time the obligation of the Borrower to pay a
usage fee shall thereupon correspondingly be reduced.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby
represents and warrant to Bank as follows:
A. Good Standing. Borrower is a Corporation, duly
organized, validly existing and in good standing under the laws of Delaware and
has the power and authority to own its property and to carry on its business in
each jurisdiction in which Borrower does business.
B. Authority and Compliance. Borrower has full power
and authority to execute and deliver the Loan Documents and to incur and
perform the obligations provided for therein, all of which have been duly
authorized by all proper and necessary action of the appropriate governing body
of Borrower. No consent or approval of any public authority or other third
party is required as a condition to the validity of any Loan Document, and
Borrower is in compliance with all laws and regulatory requirements to which
it is subject.
C. Binding Agreement. This Agreement and the other
Loan Documents executed by Borrower constitute valid and legally binding
obligations of Borrower, enforceable in accordance with their terms.
D. Litigation. There is no proceeding involving
Borrower pending or, to the knowledge of Borrower, threatened before any court
or governmental authority, agency or arbitration authority, except as disclosed
to Bank in writing and acknowledged by Bank prior to the date of this
Agreement.
E. No Conflicting Agreements. There is no charter,
bylaw, stock provision, partnership agreement or other document pertaining to
the organization, power or authority of Borrower and no provision of any
existing agreement, mortgage, indenture or contract binding on Borrower or
affecting its property, which would conflict with or in any way prevent the
execution, delivery or carrying out of the terms of this Agreement and the other
Loan Documents.
F. Ownership of Assets. Borrower has good title to
its assets, and its assets are free and clear of liens, except those granted
to Bank and as disclosed to Bank in writing prior to the date of this
Agreement, except permitted liens hereinafter defined.
G. Taxes. All taxes and assessments due and payable
by Borrower have been paid or are being paid are being contested in good faith
by appropriate proceedings and the Borrower has filed all tax returns which it
is required to file.
H. Financial Statements. The financial statements
of Borrower heretofore delivered to Bank have been prepared in
accordance with GAAP applied on a consistent basis throughout the period
involved and fairly present Borrower's financial condition as of the date or
the dates thereof, and there has been no material adverse change in Borrower's
financial condition or operations since December 31, l997. All factual
information furnished by Borrower to Bank in connection with this Agreement and
the other Loan Documents is and will be accurate and complete in all material
respects on the date as of which such information is delivered to Bank and is
not and will not be incomplete by the omission of any material fact
necessary to make such information not misleading.
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I. PLACE OF BUSINESS. Borrower's chief executive office is
located at
000 Xxxx Xxxxx Xxxx.
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Suite 200
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Xxxxxxxxx, XX 00000
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J. ENVIRONMENTAL. The conduct of Borrower's business operations
and the condition of Borrower's property does not and will not violate any
federal laws, rules or ordinances for environmental protection, regulations of
the Environmental Protection Agency, any applicable local or state law, rule,
regulation or rule of common law or any judicial interpretation thereof
relating primarily to the environment or Hazardous Materials.
K. CONTINUATION OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made under this Agreement shall be deemed to be
made at and as of the date hereof and at and as of the date of any advance
under any Loan.
4. AFFIRMATIVE COVENANTS. Until full payment and performance of all
obligations of Borrower under the Loan Documents, Borrower will, unless Bank
consents otherwise in writing (and without limiting any requirement of any
other Loan Document):
A. FINANCIAL CONDITION. Maintain Borrower's financial condition as
follows, determined in accordance with GAAP applied on a consistent basis
throughout the period involved except to the extent modified by the following
definitions:
Funded Indebtedness to EBITDA Ratio. Not permit the ratio of
Borrower's Funded Indebtedness to EBITDA for the trailing four (4) quarters to
be greater than 3.00 to 1.00 at any time during the term of this Agreement, but
tested as of the end of each fiscal quarter, beginning June 30, 1997.
Fixed Charge Ratio. Not permit the ratio of EBITDA to Fixed
Charges for the trailing four (4) quarters to be less than 1.50 to 1.00 at any
time during the term of this Agreement, but tested as of the end of each fiscal
quarter, beginning June 30, 1997.
B. FINANCIAL STATEMENTS AND OTHER INFORMATION. Maintain a system
of accounting reasonably satisfactory to Bank and in accordance with GAAP
applied on a consistent basis throughout the period involved, permit Banks's
officers or authorized representatives to visit and inspect Borrower's books of
account and other records at such reasonable times and as often as Bank may
desire, and pay the reasonable fees and disbursements of any accountants or
other agents of Bank selected by Bank for the foregoing purposes. Unless
written notice of another location is given to Bank, Borrower's books and
records will be located at Borrower's chief executive office set forth above.
All financial statements called for below shall be prepared in form and content
reasonably acceptable to Bank and by independent certified public accountants
acceptable to Bank, except the quarterly financial statements referred to in
paragraph 4.B ii below which will be internally prepared by borrower.
In addition, Borrower will:
i.[X] Furnish to Bank Audited financial statements of Borrower for
each fiscal year Borrower, within 90 days after the close of each such fiscal
year.
ii.[X] Furnish to Bank Internally Prepared financial statements
(including a balance sheet and profit and loss statement) of Borrower for each
Quarter of each of the first three quarters of each fiscal year of Borrower,
within 45 days after the close of each such period.
iii.[X] Furnish to Bank a compliance certificate for (and executed by
an authorized officer of) Borrower concurrently with and dated as of the date
of delivery of each of the financial statements as
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required in paragraphs i and ii above, containing (a) a certification that the
financial statements of even date fairly present in all material respects the
financial position and results of operation and cash flow of Borrower at the
date and for the period indicated subject to changes resulting from year-end
adjustments, and that the borrower is not in default under the terms of this
Agreement, and (b) computations and conclusions, in such detail as Bank may
request, with respect to compliance with this Agreement, and the other Loan
Documents, including computations of all quantitative covenants.
iv. [X] Furnish to Bank promptly such additional information,
reports and statements respecting the business operations and financial
condition of Borrower, from time to time, as Bank may reasonably request.
C. INSURANCE. Maintain insurance with responsible
insurance companies on such of its properties, in such amounts and against such
risks as is customarily maintained by similar businesses, specifically to
include fire and extended coverage insurance covering all assets, workers
compensation insurance and liability insurance. Satisfactory evidence of such
insurance will be supplied to Bank prior to funding under the Loan(s) and 30
days prior to each policy renewal.
D. EXISTENCE AND COMPLIANCE. Maintain its existence, good
standing and qualification to do business, where required and comply with all
laws, regulations and governmental requirements including, without limitation,
environmental laws applicable to it or to any of its property, business
operations and transactions.
E. ADVERSE CONDITIONS OR EVENTS. Promptly advise Bank in
writing of (i) any condition, event or act which comes to its attention that
would or might materially adversely affect Borrower's financial condition or
operations or Bank's rights under the Loan Documents, (ii) any material
litigation filed by or against Borrower, (iii) any event that has occurred that
would constitute an event of default under any Loan Documents and (iv) any
material uninsured or partially uninsured loss through fire, theft, liability
or property damage.
F. TAXES AND OTHER OBLIGATIONS. Pay all of its taxes,
assessments and other obligations, including, but not limited to taxes, costs
or other expenses arising out of this transaction, as the same become due and
payable, except to the extent the same are being contested in good faith by
appropriate proceedings in a diligent manner.
G. MAINTENANCE. Maintain all of its tangible property in
good condition and repair, ordinary wear and tear excepted and make all
necessary replacements thereof, and preserve and maintain all licenses,
trademarks, privileges, permits, franchises, certificates and the like
necessary for the operation of its business.
H. ENVIRONMENTAL. Immediately advise Bank in writing of
(i) any and all enforcement, cleanup, remedial, removal, or other governmental
or regulatory actions instituted, completed or threatened pursuant to any
applicable federal, state, or local laws, ordinances or regulations relating to
any Hazardous Materials affecting Borrower's business operations; and (ii) all
claims made or threatened by any third party against Borrower relating to
damages, contribution, cost recovery, compensation, loss or injury resulting
from any Hazardous Materials. Borrower shall immediately notify Bank of any
remedial action taken by Borrower with respect to Borrower's business
operations. Borrower will not use or permit any other party to use any
Hazardous Materials at any of Borrower's places of business or at any other
property owned by Borrower except such materials as are incidental to
Borrower's normal course of business, maintenance and repairs and which are
handled in compliance with all applicable environmental laws. Borrower agrees
to permit Bank, its agents, contractors and employees to enter and inspect any
of Borrower's places of business or any other property of Borrower at any
reasonable times upon three (3) days prior notice for the purposes of
conducting an environmental investigation and audit (including taking physical
samples) to insure that Borrower is complying with this covenant and Borrower
shall reimburse Bank on demand for the costs of any such environmental
investigation and audit. Borrower shall provide Bank, its agents, contractors,
employees and
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representatives with access to and copies of any and all data and documents
relating to or dealing with any Hazardous Materials used, generated,
manufactured, stored or disposed of by Borrower's business operations within
five (5) days of the request therefore.
5. NEGATIVE COVENANTS. Until full payment and performance of all
obligations of Borrower under the Loan Documents, Borrower will not, without
the prior written consent of Bank (and without limiting any requirement of any
other Loan Documents).
A. TRANSFER OF ASSETS OR CONTROL. Sell, lease, assign or
otherwise dispose of or transfer any assets, except in the normal course of its
business, or enter into any merger or consolidation, in which Borrower is not
the surviving entity, or transfer control or ownership of the Borrower.
B. LIENS. Grant, suffer, or permit any contractual or
noncontractual lien on or security interest in its assets, except in favor of
Bank and except as described in Exhibit A attached hereto, or fail to promptly
pay when due all lawful claims, whether for labor, materials or otherwise.
C. CHARACTER OF BUSINESS. Change the general character of
business as conducted at the date hereof, or engage in any type of business not
reasonably related to its business as presently conducted.
6. DEFAULT. Borrower shall be in default under this Agreement and
under each of the other Loan Documents if it shall default in the payment of
any amounts due and owing under the Loan or should it fail to timely and
properly observe, keep or perform any term, covenant, agreement or condition in
any Loan Document or in any other loan agreement, promissory note, security
agreement, deed of trust, deed to secure debt, mortgage, assignment or other
contract securing or evidencing payment of any indebtedness of Borrower to Bank
or any affiliate or subsidiary of NationsBank Corporation.
7. REMEDIES UPON DEFAULT. If an event of default shall occur, Bank
shall have all rights, powers and remedies available under each of the Loan
Documents as well as all rights and remedies available at law or in equity.
8. NOTICES. All notices, requests or demands which any party is
required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to the other party under any provision
of this Agreement must be in writing delivered to the other party at the
following address:
Borrower:
Tandy Brands Accessories, Inc.
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000 X. Xxxxx Xxxx. Xxxxx 000
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Xxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxxx
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Fax. No.
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Bank:
NationsBank of Texas, N.A.
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000 X. 0xx Xxxxxx
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Xxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxxx
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Fax. No.
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or to such other address as any party may designate by written notice to the
other party. Each such notice, request and demand shall be deemed given or made
as follows:
A. If sent by mail, upon the earlier of the date of
receipt or five (5) days after deposit in the U.S. Mail, first class postage
prepaid:
B. If sent by any other means, upon delivery.
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9. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to
Bank immediately upon demand the full amount of all costs and expenses,
including reasonable attorneys' fees (to include outside counsel fees and all
allocated costs of Bank's in-house counsel if permitted by applicable law),
incurred by Bank in connection with (a) negotiation and preparation of this
Agreement and each of the Loan Documents, and (b) all other costs and
attorneys' fees incurred by Bank for which Borrower is obligated to reimburse
Bank in accordance with the Terms of the Loan Documents.
10. MISCELLANEOUS. Borrower and Bank further covenant and agree
as follows, without limiting any requirement of any other Loan Document:
A. CUMULATIVE RIGHTS AND NO WAIVER. Each and every
right granted to Bank under any Loan Document, or allowed it by law or equity
shall be cumulative of each other and may be exercised in addition to any and
all other rights of Bank, and no delay in exercising any right shall operate as
a waiver thereof, nor shall any single or partial exercise by Bank of any right
preclude any other or future exercise thereof or the exercise of any other
right. Borrower expressly waives any presentment, demand, protest or other
notice of any kind, including but not limited to notice of intent to accelerate
and notice of acceleration. No notice to or demand on Borrower in any case
shall, of itself, entitle Borrower to any other or future notice or demand in
similar or other circumstances.
B. APPLICABLE LAW. This Loan Agreement and the rights and
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the laws of Texas and applicable United States federal law.
C. AMENDMENT. No modification, consent, amendment or
waiver of any provision of this Loan Agreement, nor consent to any departure
by Borrower therefrom, shall be effective unless the same shall be in writing
and signed by an officer of Bank, and then shall be effective only in the
specified instance and for the purpose for which given. This Loan Agreement is
binding upon Borrower, its successors and assigns, and inures to the benefit of
Bank, its successors and assigns; however, no assignment or other transfer of
Borrower's rights or obligations hereunder shall be made or be effective
without Bank's prior written consent, nor shall it relieve Borrower of any
obligations hereunder. There is no third party beneficiary of this Loan
Agreement.
D. DOCUMENTS. All documents, certificates, and other
items required under this Loan Agreement to be executed and/or delivered to
Bank shall be in form and content satisfactory to Bank and its counsel.
E. PARTIAL INVALIDITY. the unenforceability or
invalidity of any provision of this Loan Agreement shall not affect the
enforceability or validity of any other provision herein and the invalidity or
unenforceability of any provision of any Loan Document to any person or
circumstance shall not affect the enforceability or validity of such provision
as it may apply to other persons or circumstances.
F. INDEMNIFICATION. Notwithstanding anything to the
contrary contained in Section 10(G), Borrower shall indemnify, defend and hold
Bank and its successors and assigns harmless from and against any and all
claims, demands, suits, losses, damages, assessments, fines, penalties, costs
or other expenses (including reasonable attorneys' fees and court costs)
arising from or in any way related to any of the transactions contemplated
hereby, including but not limited to actual or threatened damage to the
environment, agency costs of investigation, personal injury or death, or
property damage, due to a release or alleged release of Hazardous Materials,
arising from Borrower's business operations, any other property owned by
Borrower or in the surface or ground water arising from Borrower's business
operations, or gaseous emissions arising from Borrower's business operations or
any other condition existing or arising from Borrower's business operations
resulting from the use or existence of Hazardous Materials, whether such claim
proves to be true or false. Borrower further agrees that its indemnity
obligations shall include, but are not limited to, liability for damages
resulting from the personal injury or death of an employee of the Borrower,
regardless of whether the Borrower has paid the employee under
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fines, penalties, costs or other expenses (including reasonable attorney's fees
and court costs) arising from or in any way related to any of the transactions
contemplated hereby, including but not limited to actual or threatened damage
to the environment, agency costs of investigation, personal injury or death, or
property damage, due to a release or alleged release of Hazardous Materials,
arising from Borrower's business operations, any other property owned by
Borrower or in the surface or ground water arising from Borrower's business
operations, or gaseous emissions arising from Borrower's business operations of
any other condition existing or arising from Borrower's business operations
resulting from the use or existence of Hazardous Materials, whether such claim
proves to be true or false. Borrower further agrees that its indemnity
obligations shall include, but are not limited to, liability for damages
resulting from the personal injury or death of an employee of the Borrower,
regardless of whether the Borrower has paid the employee under the workmen's
compensation laws of any state or other similar federal or state legislation
for the protection of employees. The term "property damage" as used in this
paragraph includes, but is not limited to, damage to any real or personal
property of the Borrower, the Bank, and of any third parties. The Borrower's
obligations under this paragraph shall survive the repayment of the Loan and
any deed in lieu of foreclosure or foreclosure of any Deed to Secure Debt, Deed
of Trust, Security Agreement or Mortgage securing the Loan.
G. SURVIVABILITY. All covenants, agreements, representations and
warranties made herein or in the other Loan Documents shall survive the making
of the Loan and shall continue in full force and effect so long as the Loan is
outstanding or the obligation of the Bank to make any advances under the Line
shall not have expired.
11. GOVERNING LAW. THE LOAN DOCUMENTS ARE PERFORMABLE IN DALLAS COUNTY,
TEXAS, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF TEXAS AND THE FEDERAL LAWS OF THE UNITED STATES OF
AMERICA. TEX. REV. CIV. STAT. XXX. ART. 0000 XX. 15 (WHICH REGULATES CERTAIN
REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) SHALL NOT APPLY
TO THE LOANS EVIDENCED BY THIS NOTE. WITHOUT EXCLUDING ANY OTHER JURISDICTION,
BORROWER AGREES THAT THE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS, DALLAS
COUNTY, TEXAS, AND THE FEDERAL COURTS SITTING IN DALLAS, DALLAS COUNTY, TEXAS,
WILL HAVE JURISDICTION OVER PROCEEDINGS IN CONNECTION HEREWITH.
12. NO ORAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed under seal by their duly authorized representatives as of the
date first above written.
BORROWER: BANK:
By: /s/ JS. X. XXXXXXX (Seal) By: /s/ XXXXX XXXXXXX (Seal)
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Name: JS. X. Xxxxxxx Name: Xxxxx Xxxxxxx
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Title: PRESIDENT, CEO Title: SVP
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[Corporate Seal]
If the Borrower is a corporation, the signature
should be attested by the Secretary or Assistant
Secretary of the corporation and the corporate seal
affixed.
Attest: /s/ XXXX XXXXXXXX (Seal)
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Name: Xxxx Xxxxxxxx
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Title: CFO
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EXHIBIT "A"
Permitted Liens
Borrower may grant, suffer or permit any contractual or non-contractual
liens or security interests in its assets, as set forth below (liens described
below are herein referred to as "Permitted Liens"):
1. Inchoate liens for taxes, assessments or governmental charges
or levies not yet due or liens for taxes, assessments or governmental charges
or levies being contested in good faith and by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP;
2. Liens in respect to property or assets of the Borrower or any
of its subsidiaries imposed by law, which were incurred in the ordinary course
of business, and do not secure indebtedness for borrowed money, such as
carriers', warehousemen's materialmen's and mechanics' liens and other similar
liens arising in the ordinary course of business, and which do not in the
aggregate materially detract from the value of the Borrower's or such
subsidiary's property or assets or materially impair the use thereof in the
operation of the business of the Borrower or such subsidiary, or which are
being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing the forfeiture or sale or property or assets
subject to any such lien;
3. Liens in existence on the date of this Agreement, plus renewals
and extensions of such liens to the extent that the aggregate principal amount
of the indebtedness, if any, secured by such liens is not increased from the
amount outstanding at the time of any such renewal or extension, and any such
renewals or extensions do not encumber any additional assets or properties of
the Borrower or any of its subsidiaries;
4. Leases or subleases granted to other persons not materially
interfering with the conduct of the business of the Borrower and its
subsidiaries taken as a whole;
5. Liens placed on equipment or machinery used in the ordinary
course of business of Borrower of any of its subsidiaries, or on real property
of the Borrower or any of its subsidiaries, in each case at the time of
acquisition thereof by the Borrower or any such subsidiary or within sixty days
thereafter to secure indebtedness incurred to pay all or a portion of the
purchase price thereof, provided that the lien encumbering the equipment,
machinery or real property so acquired does not encumber any other asset of the
Borrower or such subsidiary;
6. Easements, right-of-way restrictions, encroachments and other
similar charges or encumbrances and minor title deficiencies in each case not
securing indebtedness and not materially interfering with the conduct of the
business of the Borrower or any of its subsidiaries;
7. Statutory and common law landlord's liens under leases to which
the Borrower or any of its subsidiaries is a party; and
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8. Liens resulting from pledges or deposits to secure payments of
workmen's compensation, unemployment insurance or other social security
programs or securing the performance of surety and bid and performance bonds,
tenders, leases and other obligations of similar nature, in each case incurred
in the ordinary course of business (exclusive of obligations in respect to the
payment for borrowed money).
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NATIONSBANK OF TEXAS, N.A. 4393245
Texas 35901
M993552-001-001
NS
PROMISSORY NOTE
Date: MAY 16, 1997 NEW
Amount: $5,000,000.00
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Bank: Borrower:
NationsBank of Texas, N.A.
Banking Center:
Fort Worth Tandy Brands Accessories, Inc.
000 Xxxx 0xx Xxxxxx 000 Xxxx Xxxxx Xxxx.
Xxxx Xxxxx, XX 00000-0000 Xxxxx 000
Xxxxxxxxx, XX 00000
Tarrant County Tarrant County
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FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without setoff, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank,
the principal amount of FIVE MILLION DOLLARS AND NOT CENTS ($5,000,000.00), or
so much thereof as may be advanced from time to time in immediately available
funds, together with interest computed daily on the outstanding principal
balance hereunder, at an annual interest rate, and in accordance with the
payment schedule, indicated below.
1. RATE.
See "Exhibit A, Interest Rate Option Provisions", attached hereto and
made a part hereof by reference.
Notwithstanding any provision of this Note, Bank does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges
in excess of the maximum permitted by applicable law. Borrower agrees that
during the full term hereof, the maximum lawful interest rate for this Note as
determined under Texas law shall be the indicated rate ceiling as specified in
Article 5069-1.04 of VATS. Further, to the extent that any other lawful rate
ceiling exceeds the rate ceiling so determined then the higher rate ceiling
shall apply. Any payment in excess of such maximum shall be refunded to
Borrower or credited against principal, at the option of Bank.
2. ACCRUAL METHOD. Interest at the Rate set forth above will be calculated
by the actual/360 day method (a daily amount of interest is computed for a
hypothetical year of 360 days; that amount is multiplied by the actual number
of days for which any principal is outstanding hereunder).
3. RATE CHANGE DATE. Any Rate based on a fluctuating index or base rate
will change, unless otherwise provided, each time and as of the date that the
index or base rate changes. In the event any index is discontinued, Bank shall
substitute an index determined by Bank to be comparable, at its sole
discretion.
4. PAYMENT SCHEDULE. All payments received hereunder shall be applied
first to the payment of any expense or charges payable hereunder or under any
other loan documents executed in connection with this Note, then to interest
due and payable, with the balance applied to principal, or in such other order
as Bank shall determine at its option.
See "Exhibit A, Interest Rate Option Provisions", attached hereto and
made a part hereof by reference.
5. REVOLVING FEATURE. Borrower may borrow, repay and reborrow hereunder
at any time, up to a maximum aggregate amount outstanding at any one time equal
to the principal amount of this Note, provided, that Borrower is not in default
under any provision of this Note, any other documents executed in connection
with this Note, or any other note or other loan documents now or hereafter
executed in connection with any other obligation of Borrower to Bank, and
provided that the borrowings hereunder do not exceed any borrowing base or
other limitation on borrowings by Borrower. Bank shall incur no liability for
its refusal to advance funds based upon its determination that any conditions
of such further advances have not been met. Bank records of the amounts
borrowed from time to time shall be conclusive proof thereof.
6.
7. WAIVERS, CONSENTS AND COVENANTS. Borrower, any indorser or guarantor
hereof, or any other party hereto (individually an "Obligor" and collectively
"Obligors") and each of them jointly and severally: (a) waive presentment,
demand, protest, notice of demand, notice of intent to accelerate, notice of
acceleration of maturity, notice of protest, notice of nonpayment, notice of
dishonor, and any other notice required to be given under the law to any
Obligor in connection with the delivery, acceptance, performance, default or
enforcement of this Note, any indorsement or guaranty of this Note, or any
other documents executed in connection with this Note or any other note or
other loan documents now or hereafter executed in connection with any
obligation of Borrower to Bank (the "Loan Documents");
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(b) consent to all delays, extensions, renewals or other modifications of this
Note or the Loan Documents, or waivers of any term hereof or of the Loan
Documents, or release or discharge by Bank of any of Obligors, or release,
substitution or exchange of any security for the payment hereof, or the failure
to act on the part of Bank, or any indulgence shown by Bank (without notice to
or further assent from any of Obligors), and agree that no such action, failure
to act or failure to exercise any right or remedy by Bank shall in any way
affect or impair the obligations of any Obligors or be construed as a waiver by
Bank of, or otherwise affect, any of Bank's rights under this Note, under any
indorsement or guaranty of this Note or under any of the Loan Documents; and
(c) agree to pay, on demand, all costs and expenses of collection or defense of
this Note or of any indorsement or guaranty hereof and/or the enforcement or
defense of Bank's rights with respect to, or the administration, supervision,
preservation, or protection of, or realization upon, any property securing
payment hereof, including, without limitation, reasonable attorney's fees,
including fees related to any suit, mediation or arbitration proceeding, out of
court payment agreement, trial, appeal, bankruptcy proceedings or other
proceeding, in such amount as may be determined reasonable by any arbitrator or
court, whichever is applicable.
8. PREPAYMENTS. Prepayments may be made in whole or in part at any time
on any loan for which the Rate is based on the Prime Rate. All prepayments of
principal shall be applied in the inverse order of maturity, or in such other
order as Bank shall determine in its sole discretion. No prepayment of any
other loan shall be permitted without the prior written consent of Bank.
Notwithstanding such prohibition, if there is a prepayment of any such loan,
whether by consent of Bank, or because of acceleration or otherwise, Borrower
shall, within 15 days of any request by Bank, pay to Bank any loss or expense
which Bank may incur or sustain as a result of such prepayment. For the
purposes of calculating the amounts owed only, it shall be assumed that Bank
actually funded or committed to fund the loan through the purchase of an
underlying deposit in an amount and for a term comparable to the loan, and such
determination by Bank shall be conclusive, absent a manifest error in
computation.
9. EVENTS OF DEFAULT. The following are events of default hereunder: (a)
the failure to pay or perform any obligation, liability or indebtedness of any
Obligor to Bank, or to any affiliate or subsidiary of NationsBank Corporation,
whether under this Note or any Loan Documents, as and when due (whether upon
demand, at maturity or by acceleration); (b) the failure to pay or perform any
other obligation, liability or indebtedness of any Obligor to Texas Commerce
Bank, N.A. (e) the commencement of a proceeding against any Obligor for
dissolution or liquidation, the voluntary or involuntary termination or
dissolution of any Obligor or the merger or consolidation of any Obligor with
or into another entity in which the Obligor is not the surviving entity; (f)
the insolvency of, the business failure of, the appointment of a custodian,
trustee, liquidator or receiver for or for any of the property of, the
assignment for the benefit of creditors by, or the filing of a petition under
bankruptcy, insolvency or debtor's relief law or the filing of a petition for
adjustment of indebtedness, composition or extension by or against any Obligor;
(g) the determination by Bank that any material representation or warranty made
to Bank by any Obligor in any Loan Documents or otherwise is or was, when it
was made, untrue or materially misleading; (h) the failure of any Obligor to
timely deliver such financial statements, including tax returns, other
statements of condition or other information, as Bank shall reasonably request
from time to time;
10. REMEDIES UPON DEFAULT. Whenever there is a default under this Note (a)
the entire balance outstanding hereunder and all other obligations of any
Obligor to Bank (however acquired or evidenced) shall, at the option of Bank,
become immediately due and payable and any obligation of Bank to permit further
borrowing under this Note shall immediately cease and terminate, and/or (b) to
the extent permitted by law, the Rate of interest on the unpaid principal shall
be increased at Bank's discretion up to the maximum rate allowed by law, or if
none, 25% per annum (the "Default Rate"). The provisions herein for a Default
Rate shall not be deemed to extend the time for any payment hereunder or to
constitute a "grace period" giving Obligors a right to cure any default. At
Bank's option, any accrued and unpaid interest, fees or charges may, for
purposes of computing and accruing interest on a daily basis after the due date
of the Note or any installment thereof, be deemed to be a part of the principal
balance, and interest shall accrue on a daily compounded basis after such date
at the Default Rate provided in this Note until the entire outstanding balance
of principal and interest is paid in full. Upon a default under this Note,
Bank is hereby authorized at any time, at its option and without notice or
demand, to set off and charge against any deposit accounts of any Obligor, (as
well as any money, instruments, securities, documents, chattel paper, credits,
claims, demands, income and any other property, rights and interests of any
Obligor), which at any time shall come into the possession or custody or under
the control of Bank or any of its agents, affiliates or correspondents, any and
all obligations due hereunder. Additionally, Bank shall have all rights and
remedies available under each of the Loan Documents, as well as all rights and
remedies available at law or in equity.
11. NON-WAIVER. The failure at any time of Bank to exercise any of its
options or any other rights hereunder shall not constitute a waiver thereof,
nor shall it be a bar to the exercise of any of its options or rights at a
later date. All rights and remedies of Bank shall be cumulative and may be
pursued singly, successively or together, at the option of Bank. The
acceptance by Bank of any partial payment shall not constitute a waiver of any
default or of any of Bank's rights under this Note. No waiver of any of its
rights hereunder, and no modification or amendment of this Note, shall be
deemed to be made by Bank unless the same shall be in writing, duly signed on
behalf of Bank; each such waiver shall apply only with respect to the specific
instance involved, and shall in no way impair the rights of Bank or the
obligations of Obligors to Bank in any other respect at any other time.
12. APPLICABLE LAW, VENUE AND JURISDICTION. Borrower agrees that this Note
shall be deemed to have been made in the State of Texas at Bank's address
indicated at the beginning of this Note and shall be governed by, and construed
in accordance with, the laws of the State of Texas, and is performable in the
City and County of Texas indicated at the beginning of this Note. In any
litigation in connection with or to enforce this Note or any indorsement or
guaranty of this Note or any Loan Documents, Obligors, and each of them,
irrevocably consent to and confer personal jurisdiction on the courts of the
State of Texas or the United States courts located within the State of Texas.
Nothing contained herein shall, however, prevent Bank from bringing any action
or exercising any rights within any other state or jurisdiction or from
obtaining personal jurisdiction by any other means available under applicable
law.
13. PARTIAL INVALIDITY. The unenforceability or invalidity of any provision
of this Note shall not affect the enforceability or validity of any other
provision herein and the invalidity or enforceability of any provision of this
Note or of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons
or circumstances.
14. BINDING EFFECT. This Note shall be binding upon and inure to the
benefit of Borrower, Obligors and Bank and their
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Obligors hereunder can be assigned without prior written consent of Bank.
15. CONTROLLING DOCUMENT. To the extent that this Note conflicts with or is
in any way incompatible with any other document related specifically to the
loan evidenced by this Note, this Note shall control over any other such
document, and if this Note does not address an issue, then each other such
document shall control to the extent that it deals most specifically with an
issue.
16. GOVERNING LAW. THE LOAN DOCUMENTS ARE PERFORMABLE IN DALLAS COUNTY,
TEXAS, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF TEXAS AND THE FEDERAL LAWS OF THE UNITED STATES OF
AMERICA. TEX. REV. CIV. STAT. XXX. ART. 5069 CH.15 (WHICH REGULATES CERTAIN
REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) SHALL NOT
APPLY TO THE LOANS EVIDENCED BY THIS NOTE. WITHOUT EXCLUDING ANY OTHER
JURISDICTION, BORROWER AGREES THAT THE COURTS OF THE STATE OF TEXAS SITTING IN
DALLAS, DALLAS COUNTY, TEXAS, AND THE FEDERAL COURTS SITTING IN DALLAS, DALLAS
COUNTY, TEXAS, WILL HAVE JURISDICTION OVER PROCEEDINGS IN CONNECTION HEREWITH.
Borrower represents to Bank that the proceeds of this loan are to be used
primarily for business, commercial or agricultural purposes. Borrower
acknowledges having read and understood, and agrees to be bound by, all terms
and conditions of this Note.
NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
BORROWER:
TANDY BRANDS ACCESSORIES, INC.
(A DELAWARE CORPORATION)
By: /s/ XXXX XXXXXXXX
------------------------------------------
Name: Xxxx Xxxxxxxx
--------------------------------
Title: CFO
--------------------------------
(Corporate Seal)
Bank: NationsBank of Texas, N.A.
By: /s/ XXXXX XXXXXXX SVP
------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Sr. Vice President
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Customer # 4393425
EXHIBIT A
INTEREST RATE OPTION PROVISIONS
THIS EXHIBIT A is attached to and forms a part of that certain PROMISSORY
NOTE (the "Note"), dated MAY 16, 1997, executed by TANDY BRANDS ACCESSORIES,
INC., a DELAWARE CORPORATION ("Borrower"), and made payable to the order of
NationsBank of Texas, N.A. ("Bank").
1. Borrower's Rates. On the terms and subject to the conditions
set forth below, Borrower will be able to select, from one of the following
Rate Options, an interest rate which will be applicable to a particular dollar
increment of amounts outstanding, or to be disbursed, under the Note: [check
the available options]
[X] The Prime Rate plus 0.00 (the "Prime Rate Option");
[ ] The Treasury Securities Rate plus _ (the "Treasury
Securities Rate Option"); or
[X] The LIBOR Funding Rate, plus .75 (the "LIBOR Rate
Option");
[ ] The Eurodollar Rate, plus _ (the "Eurodollar Rate
Option");
[ ] The CD Rate plus _ (the "CD Rate Option"); or
[ ] The Quoted Rate, plus _ (the "Quoted Rate Option");
[ ] The Transaction Rate of - (the "Transaction Rate Option").
Interest based on the Prime Rate Option is a floating rate and will change on
and as of the date of a change in the Prime Rate. The period of time during
which the Prime Rate shall be applicable shall be a Prime Rate Interest Period.
Interest based on the Treasury Securities Rate Option will be fixed for periods
of _ year(s) (each a "Treasury Securities Interest Period"). Interest based on
the LIBOR Rate Option will be fixed for periods of ONE, TWO, THREE, OR SIX
MONTHS (each a "LIBOR Interest Period"). Interest based on the Eurodollar Rate
Option will be fixed for periods of _ (each a "Eurodollar Interest Period").
Interest based on the CD Rate Option will be fixed for periods of _(each a "CD
Interest Period"). Interest based on the Quoted Rate Option will be fixed for
periods of _ (each a "Quoted Interest Period"). Interest based on the
Transaction Rate Option will be fixed for periods of _ (each a "Transaction
Interest Period"). The Treasury Securities Rate, the LIBOR Rate, the
Eurodollar Rate, the CD Rate, the Quoted Rate, and the Transaction Rate each
being hereafter from time to time referred to as a "Fixed Rate Option").
2. Selection of Applicable Interest Rate.
(a) Request. Borrower may request (a "Rate Request") that a
$100,000.00 increment or any amount in excess thereof (an "Increment") of the
outstanding principal of, or amounts to be disbursed under, the Note bear
interest at the Prime Rate Option, Treasury Securities Rate Option, the LIBOR
Rate Option, the Eurodollar Rate Option, the CD Rate Option, the Quoted Rate
Option or the Transaction Rate Option, as applicable, by telephonic notice no
later than 10:00 a.m. (Central time) a sufficient (in Bank's sole discretion)
number of Business Days prior to the effective date of the Rate Request to
permit Bank to quote the rate requested.
(b) Applicable Interest Rates. Borrower's Rate Request will
become effective, and interest on the Increment designated will be calculated
at the rate (the "Effective Rate") requested by Borrower for the applicable
Interest Period, subject to the following:
(i) Notwithstanding any Rate Request, interest shall be
calculated on the basis of the Prime Rate Option if (a) Bank, in good faith, is
unable to ascertain the requested Fixed Rate Option by reason of circumstances
then affecting the applicable money market or otherwise, (b) it becomes
unlawful or impracticable for the Bank to maintain loans based upon the
requested Fixed Rate Option, or (c) Bank, in good faith, determines that it is
impracticable to maintain loans based on the requested Fixed Rate Option
because of increased taxes, regulatory costs, reserve requirements, expenses or
any other costs or charges that affect such Interest Rate Options. Upon the
occurrence of any of the above events, any Increment to which a requested Fixed
Rate Option applies, shall be immediately (or at the option of Bank, at the end
of the current Fixed Rate Interest Period), without further action of Borrower
or Bank, converted to an Increment to which the Prime Rate Option applies.
(ii) Borrower may have no more than a total of 10
Effective Rates applicable to amounts outstanding under the Note at any given
time.
(iii) A Rate Request shall be effective as to amounts to
be distributed under the Note only if, on the effective date of the Rate
Requests, such amounts are in fact disbursed to or for the account of the
Borrower in accordance with the provisions of the Note and any related loan
TX045 -1- Approved: 11/10/95
Revised: 05/30/96
15
documents.
(iv) Any amounts of outstanding principal for which a Rate
Request has not been made, or is otherwise not effective, shall bear interest
until paid in full at the Prime Rate Option.
(v) Any amounts of outstanding principal bearing interest
based upon a Fixed Rate Option shall bear interest at such rate until the end of
the Interest Period therefor, and thereafter shall bear interest based upon the
Prime Rate Option unless a new Rate Request for a Fixed Rate Option complying
with the terms hereof has been made and has become effective.
(vi) If Borrower shall be in default under the Note
("Default"), then Bank shall no longer be obligated to honor any Rate Requests.
(vii) No Fixed Rate Interest Period shall extend beyond the
maturity date of the Note.
(c) Repayment. Principal shall be payable on May 14, 1999 and
interest shall be payable as follows: [check all that apply]
[X] For any Interest Period during which the Prime Rate is
applicable to any of the outstanding principal, interest thereon shall
be payable Quarterly and continuing on the same day of each successive
month, quarter or other period (as applicable) thereafter, with a
final payment of all accrued and unpaid interest on the last day of
such Interest Period.
[] For any Interest Period during which the Quoted Rate is
applicable to any of the outstanding principal, interest thereon shall
be payable _ and continuing on the _ day of each successive month,
quarter or other period (as applicable) thereafter, with a final
payment of all accrued and unpaid interest on the last day of such
Interest Period.
[] For any Interest Period during which the Transaction Rate is
applicable to any of the outstanding principal, interest thereon shall
be payable - and continuing on the _ day of each successive month,
quarter or other period (as applicable) thereafter, with a final
payment of all accrued and unpaid interest on the last day of such
Interest Period.
[X] For any Interest Period during which the LIBOR Funding Rate is
applicable to any of the outstanding principal, all accrued and unpaid
interest thereon shall be payable on the last day of each applicable
Interest Period and, in the case of an Interest Period greater than
three months, at three month intervals after the first day of such
Interest Period.
[] For any Interest Period during which the Eurodollar Rate is
applicable to any of the outstanding principal, all accrued and unpaid
interest thereon shall be payable on the last day of each applicable
Interest Period and, in the case of an Interest Period greater than
three months, at three month intervals after the first day of such
Interest Period.
[] For any Interest Period during which the CD Rate is applicable
to any of the outstanding principal, all accrued and unpaid interest
thereon shall be payable on the last day of each applicable Interest
Period and, in the case of an Interest Period greater than 90 days, at
90 day intervals after the first day of such Interest Period.
[] For any Interest Period during which the Treasuries Securities
Rate is applicable to any outstanding principal, interest thereon
shall be payable _ and continuing on the _ day of each successive
month, quarter or other period (as applicable) thereafter, with a
final payment of all accrued and unpaid interest on the last day of
such Interest Period.
3. Defined Terms. The following terms as used in this Exhibit A
shall have the following meanings:
"Business Day" shall mean a day on which Bank is open for business and
dealing in deposits in FORT WORTH, TEXAS.
"Treasury Securities Rate" shall mean the rate of interest per annum
determined by Bank, in accordance with its customary general practice from time
to time, to be the weekly average yield on all United States Treasury Securities
adjusted to a constant maturity for a term comparable to such Interest Period,
as most recently reported by the Federal Reserve System in the weekly FEDERAL
RESERVE STATISTICAL RELEASE NO. H-15(519), entitled "Selected Interest Rates"
(or any succeeding publication)(the "Treasury Securities Rate") adjusted from
time to time in Bank's sole discretion for then applicable reserve requirements,
deposit insurance assessment rates and other regulatory costs.
"CD Rate" shall mean the rate of interest per annum (rounded upwards,
if necessary, to the next higher 1/16 of 1%) determined by Bank, in accordance
with its customary general practice from time to time, paid from time to time
by major banks on negotiable certificates of deposit (secondary market) in
amounts of $1,000,000.00 or more for a term comparable to such Interest Period,
as most recently reported by the Federal Reserve System in the weekly FEDERAL
RESERVE STATISTICAL RELEASE NO. H-15(519), entitled "Selected Interest Rates"
(or any succeeding publication) (the "CD Rate") adjusted from time to time in
Bank's sole discretion for then applicable reserve requirements, deposit
insurance assessment rates and other regulatory costs.
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Revised: 05/30/96
16
"LIBOR Funding Rate" shall mean the rate of interest set by Bank as
the LIBOR Funding Rate as of and at any time during the second Business Day
immediately preceding the first day of such Interest Period, for a term
comparable to such Interest Period, as adjusted from time to time in Bank's
sole discretion for then applicable reserve requirements, deposit insurance
assessment rates and other regulatory costs.
"Eurodollar Rate" shall mean the rate of interest set by Bank as the
Eurodollar Rate, as of and at any time during the second Business Day
immediately preceding the first day of such Interest Period, for a term
comparable to such Interest Period, as adjusted from time to time in Bank's
sole discretion for then applicable reserve requirements, deposit insurance
assessment rates and other regulatory costs.
"Prime Rate" is the fluctuating rate of interest established by Bank
from time to time, at its discretion, whether or not such rate shall be
otherwise published. The Prime Rate is established by Bank as an index and may
or may not at any time be the best or lowest rate charged by Bank on any loan.
"Quoted Rate" shall mean a fixed rate of interest per annum agreed
upon by the Bank and Borrower on or prior to the first day of the Interest
Period for which such rate shall be in effect.
"Transaction Rate" shall mean the fixed rate of _ % per annum.
4. Notices; Authority to Act. Borrower acknowledges and agrees that
the agreement of Bank herein to receive certain notices by telephone is solely
for the convenience of Borrower. Bank shall be entitled to rely on the
authority of the person purporting to be a person authorized by Borrower to
give such notice, and Bank shall have no liability to Borrower on account of
any action taken by Bank in reliance upon such telephonic notice. The
obligation of Borrower to repay all sums owing under the Note shall not be
affected in any way or to any extent by any failure by Bank to receive written
confirmation of any telephonic notice or the receipt by Bank of a confirmation
which is at variance with the terms understood by Bank to be contained in the
telephonic notice.
IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A to
Note as of the 14 day of May 1997.
Borrower: Tandy Brands Accessories, Inc.
By: /s/ XXXX XXXXXXXX
------------------------------------
Bank: NationsBank Texas, N.A.
By: /s/ XXXXX XXXXXXX
------------------------------------
Xxxxx Xxxxxxx, Xx., Vice President
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Revised: 05/30/96
17
NOTE
$10,000,000 Fort Worth, Texas May 16, 1997
For value received, TANDY BRANDS ACCESSORIES, INC., a Delaware Corporation
(the "Borrower"), promises to pay to the order of NATIONSBANK OF TEXAS, N.A.
(the "Bank") the unpaid principal amount of each advance made by the Bank to the
Borrower pursuant to the Letter Agreement referred to below ON DEMAND or, if
not theretofore demanded, on the maturity date therefore determined in
accordance with the Letter Agreement. The Borrower promises to pay interest on
the unpaid principal amount of each such advance ON DEMAND or, if not
theretofore demanded, on such maturity date and at the rate determined in
accordance with the Letter Agreement. AR such payments of principal and
interest shall be made in lawful money of the the United States in Federal or
other immediately available funds at the office of the Bank, 000 Xxxx Xxxxxxx
Xxxxxx, Xxxx Xxxxx, Xxxxx 00000-0000.
All advances made by the Bank, the respective interest rates applicable
thereto and maturities thereof and all repayments of the principal thereof
shall be recorded by the Bank on the schedule attached hereto, or on a
continuation of such schedule attached to and made a part hereof, provided that
the inaccuracy of, or the failure of the Bank to make, any such recordation
shall not affect the obligations of the Borrower hereunder.
This note is the Note referred to in the Letter Agreement dated as of
October 31, 1996 between the Borrower and the Bank (as the same may be amended
from time to time, the "Letter Agreement"). Reference is made to the Letter
Agreement for provisions for the prepayment hereof and the acceleration of the
maturity hereof.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX XXXXXXXX
---------------------------
Title: CFO
------------------------
18
NOTE
$10,000,000 Fort Worth, Texas May 16,1997
For value received, TANDY BRANDS ACCESSORIES, INC., a Delaware Corporation
(the "Borrower"), promises to pay to the order of NATIONSBANK OF TEXAS, N.A.
(the "Bank") the unpaid principal amount of each advance made by the Bank to
the Borrower pursuant to the Letter Agreement referred to below ON DEMAND or,
if not theretofore demanded, on the maturity date therefore determined in
accordance with the Letter Agreement. The Borrower promises to pay interest on
the unpaid principal amount of each such advance ON DEMAND or, if not
theretofore demanded, on such maturity date and at the rate determined in
accordance with the Letter Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of the Bank, 000 Xxxx Xxxxxxx Xxxxxx,
Xxxx Xxxxx, Xxxxx 00000-0000.
All advances made by the Bank, the respective interest rates applicable
thereto and maturities thereof and all repayments of the principal thereof shall
be recorded by the Bank on the schedule attached hereto, or on a continuation
of such schedule attached to and made a part hereof, provided that the
inaccuracy of, or the failure of the Bank to make, any such recordation shall
not affect the obligations of the Borrower hereunder.
This note is the Note referred to in the Letter Agreement dated as of May
16, 1996 between the Borrower and the Bank (as the same may be amended from
time to time, the "Letter Agreement"). Reference is made to the Letter
Agreement for provisions for the prepayment hereof and the acceleration of the
maturity hereof.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX XXXXXXXX
---------------------------
Title: CFO
------------------------
