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[JPMORGAN LOGO] EXHIBIT 10.25
NINTH AMENDMENT TO CREDIT AGREEMENT
THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated
effective as of June 29, 2001 (the "Effective Date"), is among CRAFTMADE
INTERNATIONAL, INC., a Delaware corporation, DUROCRAFT INTERNATIONAL, INC., a
Texas corporation, TRADE SOURCE INTERNATIONAL, INC., a Delaware corporation,
DESIGN TRENDS, LLC, a Delaware limited liability company (collectively, jointly
and severally, "Borrower"), C/D/R INCORPORATED, a Delaware corporation
("C/D/R"), THE CHASE MANHATTAN BANK (successor by merger to Chase Bank of Texas,
National Association, formerly named Texas Commerce Bank National Association),
as agent ("Agent"), and THE CHASE MANHATTAN BANK and THE FROST NATIONAL BANK
(collectively, "Lenders").
PRELIMINARY STATEMENT
Agent, Lenders and Borrower are parties to a Credit Agreement dated as
of May 30, 1996, as amended by a First Amendment dated as of October 8, 1996, a
Second Amendment dated as of November 1, 1997, a Third Amendment dated as of
July 1, 1998, a Fourth Amendment dated as of April 2, 1999, a Fifth Amendment
(in letter form) dated as of August 11, 1999, a Sixth Amendment dated as of
November 12, 1999, a Seventh Amendment dated as of May 12, 2000 and an Eighth
Amendment dated as of February 12, 2001 (as so amended, the "Credit Agreement").
All capitalized terms defined in the Credit Agreement and not otherwise defined
in this Amendment shall have the same meanings herein as in the Credit
Agreement.
Agent, Lenders and Borrower have agreed to amend the Credit Agreement
to modify the terms of the existing indebtedness and provide for additional
credit, subject to the terms and conditions of the Credit Agreement as amended
hereby and to effect certain other desired changes.
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, Agent, Lenders and Borrower hereby agree as
follows:
Section 1. Amendment of Definition. The following definition in Section
1 of the Credit Agreement is amended to read in its entirety as follows:
""Revolving Credit Commitment" shall mean, for each Lender, the
obligation of such Lender to make Revolving Credit Loans in an
aggregate principal amount at any one time outstanding up to but not
exceeding $10,000,000 (in each case as the same may be reduced from
time to time pursuant to Section 2.7). The aggregate principal amount
of the Revolving Credit Commitments is $20,000,000."
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Section 2. Amendment of Section 2.2. Section 2.2 is hereby amended in
its entirety to read as follows:
"Section 2.2. The Notes. The obligation of Borrower to repay the
Advances shall be evidenced by the Notes executed and delivered by
Borrower, substantially in the form of Exhibit A, payable to the order
of each Lender, in the aggregate principal amount of the Commitments
and dated the date of the Ninth Amendment to this Agreement."
Section 3. Amendment of Section 9.1. Section 9.1 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"Section 9.1 Consolidated Debt to Consolidated Tangible Net Worth
Ratio. Borrower will maintain a Consolidated Debt to Consolidated
Tangible Net Worth Ratio of not greater than 3.25 to 1.0 at all times
during the period from and including January 1, 2001 to September 30,
2001, and of not greater than 3.0 to 1.0 at all times during the period
from and including September 30, 2001 and thereafter."
Section 4. Amendment of Section 9.2. Section 9.2 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"Section 9.2 Capital Expenditures. Borrower will not permit the
aggregate capital expenditures of Borrower and its Subsidiaries to
exceed $2,750,000 for the fiscal quarter ended September 30, 2001."
Section 5. Amendment of Section 9.3. Section 9.3 of the Credit
Agreement is hereby amended to read as follows:
"Section 9.3 Funded Debt to EBITDA Ratio. Borrower will at all times
maintain a Funded Debt to EBITDA Ratio, measured monthly in respect of
the twelve most recently completed calendar months, of not greater than
1.75 to 1.0 at all times during the period from and including January
1, 2001 to June 30, 2001, and of not greater than 1.9 to 1.0 at all
times during the period from and including June 30, 2001 and
thereafter."
Section 6. Amendment of Section 9.4. Section 9.4 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"Section 9.4 Fixed Charge Coverage Ratio. Borrower will at all times
maintain a Fixed Charge Coverage Ratio of greater than 0.9 to 1.0,
which shall be first determined on March 31, 2001 for the most recent
four quarters then ending; and thereafter such ratio shall be
determined at the end of each succeeding fiscal quarter for the four
consecutive quarters then ending, provided that, compliance with such
ratio shall be waived for the fiscal quarter ending September 30,
2001."
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Section 7. Amendment and Restatement of Exhibits. EXHIBITS A and F to
the Credit Agreement are hereby amended and restated in their entireties to be
in the form of Exhibits A and F, respectively, to this Amendment.
Section 8. Representations; No Event of Default. Borrower hereby
represents and warrants to Agent and Lenders that:
- the execution, delivery and performance of this Amendment and any and
all other Loan Documents executed and delivered in connection with this
Amendment have been authorized by all requisite corporate (or company,
as applicable) action on the part of Borrower and Guarantor and will
not violate the certificate of incorporation or articles of
incorporation (or other charter documents), as applicable, or bylaws of
any of Borrower or Guarantor; and
- neither the certificate of incorporation or articles of incorporation
(or other charter documents), as applicable, nor bylaws of any of
Borrower or Guarantor have been amended or revoked since May 30, 1996
(or, in the case of Design Trends, ever amended), except as certified
in writing to Agent and Lenders by Borrower or Guarantor
contemporaneously with the execution and delivery of this Amendment;
and
- the representations and warranties contained in the Credit Agreement,
as amended hereby, and any other Loan Document, are true and correct on
and as of the date hereof as though made on and as of the date hereof;
and
- as of the date of this Amendment, no Event of Default has occurred and
is continuing and no event or condition has occurred that with the
giving of notice or lapse of time or both would be an Event of Default;
and
- each of Borrower and Guarantor is in full compliance with all covenants
and agreements contained in the Credit Agreement, as amended hereby.
Section 9. Conditions Precedent. The effectiveness of this Amendment
shall be subject to the following conditions precedent:
- Each Lender shall have received one promissory note of Borrower payable
to the order of such Lender, in substantially the form of EXHIBIT A
hereto, with appropriate completion, which promissory notes shall be in
modification, increase and replacement of (but not in extinguishment
of) certain promissory notes payable to such Lender in the form of
EXHIBIT A to the Credit Agreement (before giving effect to this
Amendment), dated as of February 12, 2001 and in the stated maximum
principal amount of $9,500,000; and
- Lenders shall have received a Secretary's Certificate from the
secretary or assistant secretary of Borrower and Guarantor certifying
and attaching appropriate corporate resolutions regarding the
transactions contemplated hereby, and statements of incumbency; and
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- Lenders shall have received such other documents incidental and
appropriate to the transactions provided for herein as Lenders or their
counsel may reasonably request, and all such documents shall be in form
and substance reasonably satisfactory to Lenders; and
- All legal matters incident to the consummation of the transactions
contemplated hereby shall be reasonably satisfactory to special counsel
for Lenders retained at the expense of Borrower.
Section 10. Guaranty. C/D/R hereby acknowledges, consents and agrees to
this Amendment and (a) acknowledges that its obligations under that certain
Guaranty Agreement executed by it effective as of May 30, 1996, in favor of
Agent and Lenders, includes a guaranty of all of the obligations, indebtedness
and liabilities of Borrower under the Credit Agreement as amended by this
Amendment (specifically including the increased principal amount of $20,000,000
potentially available under the Credit Agreement), (b) represents to Agent and
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 this Amendment 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.
Section 11. Ratification. Borrower acknowledges that each of the Loan
Documents is in all respects ratified and confirmed, and all of the rights,
powers and privileges created by this Amendment or under the Loan Documents are
ratified, extended, carried forward and remain in full force and effect except
as the Credit Agreement is amended by this Amendment. Except as expressly
amended by this Amendment, the Credit Agreement is and shall be unchanged.
Section 12. Liens and Security Interests. Borrower hereby extends and
renews the Liens and security interests previously granted to Agent and Lenders
and agrees that this Amendment shall in no manner affect or impair any Liens or
security interests previously granted. Borrower hereby acknowledges that such
Liens and security interests (a) secure all Debt to Lenders, specifically
including the revolving credit facility increased by this Amendment, and (b) are
valid and existing.
Section 13. Counterparts. 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 14. Joint and Several; Loan Documents. Any and all obligations
of Borrower under the Loan Documents are joint and several, whether or not
expressly so stated. This Amendment shall be included within the definition of
"Loan Documents" as used in the Agreement. The "Agreement" as used in the Credit
Agreement is a reference to the Credit Agreement as amended by this Amendment.
Section 15. Enforceability. Borrower and Guarantor hereby represent and
warrant that, as of the date of this Amendment, the Credit Agreement and all
documents and instruments
NINTH AMENDMENT TO CREDIT AGREEMENT - Page 4
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executed in connection therewith are in full force and effect and that there are
no claims, counterclaims, offsets or defenses to any of such documents or
instruments.
Section 16. Governing Law. 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 REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the Effective Date.
BORROWER: 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
TRADE SOURCE INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
NINTH AMENDMENT TO CREDIT AGREEMENT - Page 5
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DESIGN TRENDS, LLC
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
------------------------------------
Title: Chief Executive Officer
-----------------------------------
GUARANTOR: C/D/R INCORPORATED
By: /s/ XXXXXXXX CRIMINGS
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Name: Xxxxxxxx Crimings
Title: President
LENDERS: THE CHASE MANHATTAN BANK, as Agent and as
Lender
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
THE FROST NATIONAL BANK
By: /s/ D. XXXXXXX XXXXXXX
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Name: D. Xxxxxxx Xxxxxxx
Title: Senior Vice President
NINTH AMENDMENT TO CREDIT AGREEMENT - Page 6
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EXHIBIT A
REVOLVING CREDIT NOTE
$10,000,000.00 Dallas, Texas June 29, 2001
FOR VALUE RECEIVED, the undersigned CRAFTMADE INTERNATIONAL, INC., a
Delaware corporation, DUROCRAFT INTERNATIONAL, INC., a Texas corporation, DESIGN
TRENDS, LLC and TRADE SOURCE INTERNATIONAL, INC., a Delaware corporation
(jointly and severally, "Maker"), hereby promise to pay to the order of The
Chase Manhattan Bank ("Payee"), at the offices of Agent at 0000 Xxxx Xxxxxx,
X.X. Xxx 000000, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000-0000, in lawful money of the
United States of America, the principal sum of TEN MILLION DOLLARS AND 00/100ths
($10,000,000.00), or so much thereof as may be advanced and outstanding
hereunder, together with interest on the outstanding principal balance as
hereinafter described.
This Note is one of the Notes provided for in that certain Credit
Agreement dated as of May 30, 1996 among Maker, The Chase Manhattan Bank
(successor by merger to Chase Bank of Texas, National Association, formerly
named Texas Commerce Bank National Association) as Agent, and the Lenders
parties thereto (as the same may be amended or otherwise modified from time to
time, including most recently pursuant to that certain Ninth Amendment to Credit
Agreement of even date herewith, the "Agreement"). Capitalized terms not
otherwise defined herein shall have the same meanings as set forth in the
Agreement. Reference is hereby made to the Agreement for provisions affecting
this Note, including, without limitation, provisions regarding the limitation of
interest charged hereunder, the Collateral securing this Note, Potential
Defaults and Events of Default and Payee's rights arising as a result of the
occurrence thereof.
Subject to the terms of the Agreement, the outstanding principal
balance hereunder shall bear interest prior to maturity at a varying rate per
annum that shall from day to day be equal to the lesser of (a) the Maximum Rate
or (b) the Applicable Rate, each such change in the rate of interest charged
hereunder to become effective, without notice to Maker, on the effective date of
each change in the Applicable Rate or the Maximum Rate, as the case may be;
provided, however, that if at any time the rate of interest specified in clause
(b) preceding shall exceed the Maximum Rate, thereby causing the interest rate
thereon to be limited to the Maximum Rate, then any subsequent reduction in the
Applicable Rate shall not reduce the rate of interest thereon below the Maximum
Rate until such time as the aggregate amount of interest accrued thereon equals
the aggregate amount of interest which would have accrued thereon if the
interest rate specified in clause (b) preceding shall at all times been in
effect. All outstanding principal advanced under this Note shall be due and
payable on the Revolving Credit Maturity Date. Accrued and unpaid interest on
this Note shall be due and payable on the last Business Day of each month,
commencing July 31, 2001, at the end of each Interest Period and on the
Revolving Credit Maturity Date. All past due principal and interest shall bear
interest at the Default Rate.
Interest on the indebtedness evidenced by this Note shall be computed
on the basis of a year of 360 days and the actual number of days elapsed
(including the first day but excluding the last day) unless such calculation
would result in a usurious rate, in which case interest shall be calculated on
the basis of a year of 365 or 366 days, as the case may be.
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If the holder hereof expends any effort in any attempt to enforce
payment of all or any part or installment of any sum due the holder hereunder,
or if this Note is placed in the hands of an attorney for collection, or if it
is collected through any legal proceedings, then Maker agrees to pay all costs,
expenses and fees incurred by the holder, including reasonable attorneys' fees.
This Note shall be governed by and construed in accordance with the
laws of the State of Texas and the applicable laws of the United States of
America. This Note is performable in Dallas County, Texas.
Maker and each surety, guarantor, endorser and other party ever liable
for payment of any sums of money payable on this Note jointly and severally
waive notice, presentment, demand for payment, protest, notice of protest and
non-payment or dishonor, notice of acceleration, notice of intent to accelerate,
notice of intent to demand, diligence in collecting, grace, and all other
formalities of any kind, and consent to all extensions without notice for any
period or periods of time and partial payments, before or after maturity, and
any impairment of any collateral securing this Note, all without prejudice to
the holder. The holder shall similarly have the right to deal in any way, at any
time, with one or more of the foregoing parties without notice to any other
party, and to grant any such party any extensions of time for payment of any of
said indebtedness, or to release or substitute part or all of the collateral
securing this Note, or to grant any other indulgences or forbearances
whatsoever, without notice to any other party and without in any way affecting
the personal liability of any party hereunder.
Maker hereby authorizes the holder hereof to record in its records all
advances made to Maker hereunder and all payments made on account of the
principal hereof, which records shall be prima facie evidence as to the
outstanding principal amount of this Note; provided, however, that any failure
by the holder hereof to make any such records shall not limit or otherwise
affect the obligations of Maker under the Agreement or this Note.
This Note is made and given in modification and replacement of (but not
in extinguishment of) that certain promissory note executed and delivered by
Maker, payable to the order of Payee, dated as of July 1, 1998, and in the
stated maximum principal amount of $7,000,000, as amended by that certain
promissory note executed and delivered by Maker, payable to the order of Payee
dated November 12, 1999, and in the stated maximum principal amount of
$8,000,000, as amended by that certain promissory note executed and delivered by
Maker, payable to the order of Payee dated May 12, 2000, and in the stated
maximum principal amount of $8,000,000, as amended by that certain promissory
note executed and delivered by Maker, payable to the order of Payee dated May
12, 2000, and in the stated maximum principal amount of $1,500,000, and as
amended by that certain promissory note executed and delivered by Maker, payable
to the order of Payee dated February 12, 2001, and in the stated maximum
principal amount of $9,500,000.
PURSUANT TO SECTION 346.004 OF THE TEXAS FINANCE CODE, CHAPTER 346 OF
THE TEXAS FINANCE CODE SHALL NOT APPLY TO THIS NOTE, OR ANY ADVANCE OR LOAN
EVIDENCED BY THIS NOTE.
THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS
WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN MAKER AND PAYEE AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.
PROMISSORY NOTE - Page 2
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CRAFTMADE INTERNATIONAL, INC.
By:
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Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DUROCRAFT INTERNATIONAL, INC.
By:
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
TRADE SOURCE INTERNATIONAL, INC.
By:
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DESIGN TRENDS, LLC
By:
-------------------------------------
Name:
------------------------
Title:
------------------------
PROMISSORY NOTE - Page 3
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REVOLVING CREDIT NOTE
$10,000,000.00 Dallas, Texas June 29, 2001
FOR VALUE RECEIVED, the undersigned CRAFTMADE INTERNATIONAL, INC., a
Delaware corporation, DUROCRAFT INTERNATIONAL, INC., a Texas corporation, DESIGN
TRENDS, LLC and TRADE SOURCE INTERNATIONAL, INC., a Delaware corporation
(jointly and severally, "Maker"), hereby promise to pay to the order of The
Frost National Bank ("Payee"), at the offices of Agent at 0000 Xxxx Xxxxxx, X.X.
Xxx 000000, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000-0000, in lawful money of the
United States of America, the principal sum of TEN MILLION DOLLARS AND 00/100ths
($10,000,000.00), or so much thereof as may be advanced and outstanding
hereunder, together with interest on the outstanding principal balance as
hereinafter described.
This Note is one of the Notes provided for in that certain Credit
Agreement dated as of May 30, 1996 among Maker, The Chase Manhattan Bank
(successor by merger to Chase Bank of Texas, National Association, formerly
named Texas Commerce Bank National Association) as Agent, and the Lenders
parties thereto (as the same may be amended or otherwise modified from time to
time, including most recently pursuant to that certain Ninth Amendment to Credit
Agreement of even date herewith, the "Agreement"). Capitalized terms not
otherwise defined herein shall have the same meanings as set forth in the
Agreement. Reference is hereby made to the Agreement for provisions affecting
this Note, including, without limitation, provisions regarding the limitation of
interest charged hereunder, the Collateral securing this Note, Potential
Defaults and Events of Default and Payee's rights arising as a result of the
occurrence thereof.
Subject to the terms of the Agreement, the outstanding principal
balance hereunder shall bear interest prior to maturity at a varying rate per
annum that shall from day to day be equal to the lesser of (a) the Maximum Rate
or (b) the Applicable Rate, each such change in the rate of interest charged
hereunder to become effective, without notice to Maker, on the effective date of
each change in the Applicable Rate or the Maximum Rate, as the case may be;
provided, however, that if at any time the rate of interest specified in clause
(b) preceding shall exceed the Maximum Rate, thereby causing the interest rate
thereon to be limited to the Maximum Rate, then any subsequent reduction in the
Applicable Rate shall not reduce the rate of interest thereon below the Maximum
Rate until such time as the aggregate amount of interest accrued thereon equals
the aggregate amount of interest which would have accrued thereon if the
interest rate specified in clause (b) preceding shall at all times been in
effect. All outstanding principal advanced under this Note shall be due and
payable on the Revolving Credit Maturity Date. Accrued and unpaid interest on
this Note shall be due and payable on the last Business Day of each month,
commencing July 31, 2001, at the end of each Interest Period and on the
Revolving Credit Maturity Date. All past due principal and interest shall bear
interest at the Default Rate.
Interest on the indebtedness evidenced by this Note shall be computed
on the basis of a year of 360 days and the actual number of days elapsed
(including the first day but excluding the last day) unless such calculation
would result in a usurious rate, in which case interest shall be calculated on
the basis of a year of 365 or 366 days, as the case may be.
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If the holder hereof expends any effort in any attempt to enforce
payment of all or any part or installment of any sum due the holder hereunder,
or if this Note is placed in the hands of an attorney for collection, or if it
is collected through any legal proceedings, then Maker agrees to pay all costs,
expenses and fees incurred by the holder, including reasonable attorneys' fees.
This Note shall be governed by and construed in accordance with the
laws of the State of Texas and the applicable laws of the United States of
America. This Note is performable in Dallas County, Texas.
Maker and each surety, guarantor, endorser and other party ever liable
for payment of any sums of money payable on this Note jointly and severally
waive notice, presentment, demand for payment, protest, notice of protest and
non-payment or dishonor, notice of acceleration, notice of intent to accelerate,
notice of intent to demand, diligence in collecting, grace, and all other
formalities of any kind, and consent to all extensions without notice for any
period or periods of time and partial payments, before or after maturity, and
any impairment of any collateral securing this Note, all without prejudice to
the holder. The holder shall similarly have the right to deal in any way, at any
time, with one or more of the foregoing parties without notice to any other
party, and to grant any such party any extensions of time for payment of any of
said indebtedness, or to release or substitute part or all of the collateral
securing this Note, or to grant any other indulgences or forbearances
whatsoever, without notice to any other party and without in any way affecting
the personal liability of any party hereunder.
Maker hereby authorizes the holder hereof to record in its records all
advances made to Maker hereunder and all payments made on account of the
principal hereof, which records shall be prima facie evidence as to the
outstanding principal amount of this Note; provided, however, that any failure
by the holder hereof to make any such records shall not limit or otherwise
affect the obligations of Maker under the Agreement or this Note.
This Note is made and given in modification and replacement of (but not
in extinguishment of) that certain promissory note executed and delivered by
Maker, payable to the order of Payee, dated as of July 1, 1998, and in the
stated maximum principal amount of $7,000,000, as amended by that certain
promissory note executed and delivered by Maker, payable to the order of Payee
dated November 12, 1999, and in the stated maximum principal amount of
$8,000,000, as amended by that certain promissory note executed and delivered by
Maker, payable to the order of Payee dated May 12, 2000, and in the stated
maximum principal amount of $8,000,000, as amended by that certain promissory
note executed and delivered by Maker, payable to the order of Payee dated May
12, 2000, and in the stated maximum principal amount of $1,500,000, and as
amended by that certain promissory note executed and delivered by Maker, payable
to the order of Payee dated February 12, 2001, and in the stated maximum
principal amount of $9,500,000.
PURSUANT TO SECTION 346.004 OF THE TEXAS FINANCE CODE, CHAPTER 346 OF
THE TEXAS FINANCE CODE SHALL NOT APPLY TO THIS NOTE, OR ANY ADVANCE OR LOAN
EVIDENCED BY THIS NOTE.
THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS
WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN MAKER AND PAYEE AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.
PROMISSORY NOTE - Page 2
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CRAFTMADE INTERNATIONAL, INC.
By:
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DUROCRAFT INTERNATIONAL, INC.
By:
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
TRADE SOURCE INTERNATIONAL, INC.
By:
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DESIGN TRENDS, LLC
By:
-------------------------------------
Name:
------------------------
Title:
------------------------
PROMISSORY NOTE - Page 3
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Exhibit F
COVENANT COMPLIANCE CERTIFICATE
The Chase Manhattan Bank, as Agent
Attention: Xxxxx X. Xxxxxx, Vice President
000 Xxxx Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxx, Xxxxx 00000
Gentlemen:
This Covenant Compliance Certificate covers the period from __________,
___ to ___________, ____, and is delivered pursuant to that certain Credit
Agreement (the "Credit Agreement") dated as of May 30, 1996, as amended, among
Craftmade International, Inc., Design Trends, LLC, DuroCraft International,
Inc., Trade Source International, Inc., The Chase Manhattan Bank, as Agent, and
the Lenders parties thereto. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as set forth in the Credit
Agreement.
The undersigned, an authorized officer of Borrower, does hereby certify
to Agent and Lenders that:
1. No Default. To the best of the undersigned's knowledge, no Event of
Default and no Potential Default has occurred and is continuing (or if
an Event of Default or Potential Default has occurred and is
continuing, Exhibit "A" attached hereto outlines the nature thereof and
the action which is proposed to be taken by Borrower with respect
thereto).
2. Consolidated Debt to Consolidated Tangible Net Worth Ratio
(calculated as provided for in Section 9.1 of the Credit Agreement)
(a) Consolidated Debt $_______________
(b) Consolidated Tangible Net Worth $_______________
(c) Ratio [(a) divided by (b)]
(must not be greater than 3.25 to 1.0 before 09/30/01;
3.0 to 1.0 at 09/30/01 and thereafter) _______________
3. Funded Debt to EBITDA Ratio (calculated with respect to the twelve
most recently completed calendar months):
(a) Funded Debt $_______________
Net income
(after Minority Interest income) $_______________
(after interest & tax expenses) $_______________
Plus: Interest Expense $_______________
Plus: Tax Expense $_______________
Plus: Depreciation $_______________
Plus: Amortization $_______________
COVENANT COMPLIANCE CERTIFICATE - Page 1
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(b) Equals: EBITDA $_______________
Funded Debt to EBITDA Ratio [(a) divided by (b)]
(must not be greater than 1.75 to 1.0 before
06/30/01; 1.9 to 1.0 at 06/30/01 and thereafter)
4. Applicable Rate Determination (applies only with respect to
Eurodollar Advances): The Applicable Rate shall be determined according to the
following under the Consolidated Debt to Consolidated Tangible Net Worth Ratio,
such ratio to be measured at end of each calendar quarter for purposes of the
Eurodollar Advances.
Consolidated Debt to Consolidated
Tangible Net Worth Ratio Circle One
--------------------------------- ----------
Less than 2.0 to 1.0,
Applicable Rate equals Eurodollar Rate + 1.5%
Greater than or equal to 2.0 to 1.0
but less than 2.5 to 1.0,
Applicable Rate equals Eurodollar Rate + 1.75%
Greater than or equal to 2.5 to 1.0
Applicable Rate equals Eurodollar Rate + 2.25%
5. Fixed Charge Coverage Ratio (calculated as provided in Section 9.4
of the Credit Agreement) - must be greater than 0.9 to 1.0 at 03/31/01 and at
all times thereafter (such ratio shall be waived for the period ended 09/30/01);
determined first for the fiscal quarter ending March 31, 2001 for the most
recent four quarters then ending; thereafter determined at the end of each
succeeding fiscal quarter for the four consecutive quarters then ending.
EBITDA $_______________
Less: cash Tax Expense $_______________
Equals: Numerator (i.e., cash for coverage) $_______________
Principal payments on Debt (including
prepayments of Mortgage Debt,
excluding payments on the revolver loan) $_______________
Plus: Interest Expense $_______________
Plus: cash dividends $_______________
Plus: capital expenditures $_______________
Equals: Denominator (i.e., charges) $_______________
Numerator divided by denominator = ________ to 1.0
COVENANT COMPLIANCE CERTIFICATE - Page 2
15
6. a. Total amount of dividends paid in the
fiscal quarter ending/ended ______, 200_.
(Not to exceed $428,000 quarterly) $_______________
b. Total amount of dividends paid year to date
(Not to exceed $1,710,000 in fiscal year) $_______________
7. Borrower has not made any Treasury Stock Purchases in
the fiscal quarter ending/ended ______, 200_. Compliance (circle one) Yes No
8. Borrower's and its Subsidiaries' capital expenditures have not
exceeded $2,750,000 for the fiscal quarter ending/ended September 30,
2001. Compliance (circle one) Yes No
Attached hereto are Schedules setting forth the calculations supporting
the computations set forth in Items 2, 3, 4 and 5 of this Covenant Compliance
Certificate. All information contained herein and on the attached Schedules is
true, complete and correct.
IN WITNESS WHEREOF, the undersigned has executed this certificate
effective this ______ day of 200_.
CRAFTMADE INTERNATIONAL, INC.
By:
-------------------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
DUROCRAFT INTERNATIONAL, INC.
By:
-------------------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
TRADE SOURCE INTERNATIONAL, INC.
By:
-------------------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
DESIGN TRENDS, LLC
By:
-------------------------------------
Name:
------------------------------
Title:
------------------------------
COVENANT COMPLIANCE CERTIFICATE - Page 3
