Exhibit (10.16)
FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT ("First
Amendment"), made this 6th day of October, 2000, by and among THE XXXX
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COMPANIES, a Nevada Corporation, successor in interest to Xxxx Furniture
Corporation, a Nevada Corporation, (the "Borrower"), XXXX FURNITURE, INC., a
Virginia Corporation, THE XXXXXXXX GOLD CO., a North Carolina corporation, XXXX
DIVERSIFIED, INC., a Delaware Corporation, HOME ELEMENTS, INC., a Virginia
Corporation, XXXX PROPERTIES, INC., a California Corporation, the WEXFORD
COLLECTION, INC., a California Corporation, and STOREHOUSE, INC., a Georgia
Corporation (individually a "Guarantor", and collectively the "Guarantors") and
BANK OF AMERICA, N.A., a national banking association, formerly d/b/a/
Nationsbank, N.A. (the "Bank").
RECITALS
WHEREAS, the Borrower, Guarantors and Bank are parties to a Revolving
Credit Loan Agreement dated July 28, 1999 (the "REVOLVER"); and
WHEREAS, Borrower, Guarantors and Bank mutually desire to modify
certain terms and conditions of the Revolver.
NOW THEREFORE, for and in consideration of $1.00 paid by Borrower to
Bank, the premises herein contained, and other good and valuable consideration
the receipt and sufficiency of which is acknowledged by the parties, the parties
hereto intending to be bound agree as follows:
I. Modifications: The parties do hereby modify the Revolver as
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follows:
(1.) Section 3.1(c) Interest (i) (a) is deleted in its entirety
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and the following is substituted in its place.
The Borrower shall pay interest to the Bank on the
outstanding and unpaid principal amount of the
Revolving Loans made pursuant to this Agreement at
a rate per annum as follows:
(a) For a LIBOR Loan prior to December 3, 2000 at
a rate to be determined in accordance with the
pricing grid set forth in subparagraph (b)
below, but not in any event greater than the
LIBOR Interest Rate plus 130 basis points.
(b) After December 3, 2000, for a LIBOR Loan at
a rate equal to the LIBOR Interest Rate plus a
certain number of basis points specified
below, subject to adjustments based on the
Borrower's performance according to the ratio
of the Borrower's Funded Debt divided by its
earnings before interest, taxes, depreciation,
amortization, and rents ("EBITDAR"), all as
defined in accordance with GAAP, tested each
fiscal quarter on a rolling fourth quarter
basis beginning December 3, 2000, as follows:
Funded Debt/EBITDAR Spread over LIBOR
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(greater than or equal to)3.50 : 1 250 basis points
(less than or equal to)3.50 : 1 225 basis points
(less than or equal to)3.25 : 1 190 basis points
(less than or equal to)3.00 : 1 160 basis points
(less than or equal to)2.75 : 1 130 basis points
(less than or equal to)2.25 : 1 100 basis points
(less than or equal to)2.00 : 1 80 basis points
(less than or equal to)1.75 : 1 65 basis points
(less than or equal to)1.25 : 1 50 basis points
(less than or equal to)0.50 : 1 35 basis points
Any changes in the Interest Rate are effective on
the first day of each fiscal quarter following the
date that the above tests are applied (ex. test for
12/03/00 equals 2.25 : 1, then spread of 100 basis
points will apply on 12/04/00).
(2) Section 3.9 Loan Fees is deleted in its entirety and the
following substituted in its place:
3.9 Loan Fees: From and after the fiscal quarter
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ending on or about December 3, 2000, the
Borrower shall pay to the Bank a non-usage
fee (the "Loan Fee") with respect to the
Revolving Loan at any time that less than
fifty percent (50%) of the Revolving Loan is
used. The Loan Fee will be calculated on the
average unused amount of the Limit (for
example, if the Revolving Loan Amount is
$13,000,000, so long as $6,500,000 is
borrowed, there is no Loan Fee).
Funded Debt/EBITDAR Loan Fees
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(greater than)2.25 : 1 35 basis points
(less than or equal to)2.25 : 1 25 basis points
(less than or equal to)2.00 : 1 18 basis points
(less than or equal to)1.75 : 1 15 basis points
(less than or equal to)1.25 : 1 12 basis points
(less than)0.50 : 1 10 basis points
The Loan fee shall be calculated and payable
quarterly in arrears on the tenth day of
each calendar quarter during the term of
this Agreement.
(3.) Section 7.11(a) is deleted in its entirety and the following
substituted in its place:
(a) Maximum Leverage to Cash Flow. Have and
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maintain a consolidated maximum leverage to
cash flow ratio (based on the four previous
consecutive quarters at the effective date of
determination) of not more than 3.50 to 1.00
as of the end of the fiscal quarter ending on
or about August 31, 2000; not more than 3.75
to 1.00 as of the end of the fiscal quarter
ending on or about December 3, 2000; and not
more than 2.50 to 1.00 as of the end of each
fiscal quarter thereafter. For purposes of
this Section 7.11(a), the maximum leverage to
cash flow ration shall be defined, determined
in accordance with GAAP, as:
Funded Debt
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EBITDAR
(4.) Section 7.11(b) is deleted in its entirety and the following
substituted in its place:
(b) Maximum Funded Debt to Capitalization. Have
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and maintain a consolidated maximum Debt to
Capitalization ratio of not more than the
following:
Ratio As of
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0.65 to 1.00 as of the end of each fiscal quarter to and
including the end of the fiscal quarter
ending on or about December 3, 2000.
0.55 to 1.00 as of the end of the fiscal quarter ending
on or about February 28, 2001 and each
fiscal quarter thereafter to and including
the fiscal quarter ending on or about
August 31, 2001.
0.50 to 1.00 as of the end of the fiscal quarter ending
on or about December 3, 2001 and
thereafter.
(d) Section 7.11(c) is deleted in its entirety and the following
substituted in its place.
(c) Minimum Interest Coverage. Have and maintain
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a consolidated minimum interest coverage ratio
(based on the previous consecutive quarters at
the effective date of determination) at least
equal to 4.00 to 1.00 as of the end of the
fiscal quarter ending on or about August 31,
2000; at least 2.50 to 1.00 as of the end of
the fiscal quarter ending on or about December
1, 2000; and 5.00 to 1.00 as of the end of
each fiscal
quarter thereafter. For purposes
of this Section 7.11(c), the minimum interest
coverage ratio shall be defined, determined in
accordance with GAAP, as:
1. net income plus interest expenses plus
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taxes. Interest expense
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2. Defined Terms. Defined Terms herein
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shall have the same meanings as provided
in the Revolver, unless otherwise
specified.
3. No Other Charges. Except as provided
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herein, there shall be no other charges
to the Revolver or other Loan Documents.
4. Compliance. Borrower, Guarantors and
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Bank acknowledge that the Revolver and
Loan Documents are in full force and
effect, that no Event of Default or
Potential Event of Default exists, and
that any violation of any Affirmative
Covenant, existing prior to the date
hereof, are waived by Bank.
IN WITNESS WHEREOF, the parties have used this First Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BORROWER:
THE XXXX COMPANIES
By: /s/ Xxxxx X. Angle
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Name: Xxxxx X. Angle
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Title: Vice President - Treasury Management
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GUARANTORS:
XXXX FURNITURE, INC.
By: /s/ Xxxxx X. Angle
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Name: Xxxxx X. Angle
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Title: Vice President - Treasury Management
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THE XXXXXXXX GOLD CO
By: /s/ Xxxxx X. Angle
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Name: Xxxxx X. Angle
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Title: Vice President - Treasury Management
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XXXX DIVERSIFIED, INC
By: /s/ Xxxxx X. Angle
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Name: Xxxxx X. Angle
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Title: Vice President - Treasury Management
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HOME ELEMENTS, INC.
By: /s/ Xxxxx X. Angle
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Name: Xxxxx X. Angle
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Title: Vice President - Treasury Management
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XXXX PROPERTIES, INC.
By: /s/ Xxxxx X. Angle
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Name: Xxxxx X. Angle
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Title: Vice President - Treasury Management
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THE WEXFORD COLLECTION, INC.
By: /s/ Xxxxx X. Angle
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Name: Xxxxx X. Angle
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Title: Vice President - Treasury Management
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STOREHOUSE, INC
By: /s/ Xxxxx X. Angle
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Name: Xxxxx X. Angle
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Title: Vice President - Treasury Management
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BANK
BANK OF AMERICA, N.A.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: Assistant Vice President
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