EXHIBIT 10.8.1
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 dated as of March 7, 2001 (this "Amendment"), to the
Credit Agreement referenced below, is by and among CRESCENT JEWELERS, a
California corporation, the subsidiaries and affiliates identified as Guarantors
on the signature pages hereto, and Bank of America, N.A., as Administrative
Agent. Terms used but not otherwise defined shall have the meanings provided in
the Credit Agreement.
W I T N E S S E T H:
WHEREAS, a $112.5 million revolving credit facility has been established
in favor of Crescent Jewelers, a California corporation (the "Borrower")
pursuant to the terms of that Credit Agreement dated as of September 15, 1999
(as amended and modified, the "Credit Agreement") among the Borrower, the
subsidiaries and affiliates identified therein as Guarantors, the Lenders
identified therein, and Bank of America, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested certain modifications and consents
under the Credit Agreement which require the consent of the Required Lenders;
and
WHEREAS, the Required Lenders have consented to the requested
modifications and consents on the terms and conditions set forth herein and have
authorized the Administrative Agent to enter into this Amendment on their behalf
to give effect to this Amendment;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Credit Agreement is amended and modified in the following
respects:
(a) The Required Lenders hereby consent to the Acquisition by
members of the Crescent Consolidated Group of up to 35% of the Capital
Stock of FCJV, L.P.
(b) A new Section 8.15 is hereby added to the Credit Agreement and
shall read as follows:
"8.15 Inventory Classification.
During any month, the Borrower and the Crescent Guarantors shall not
transfer, convert or otherwise reclassify Eligible Inventory having an
aggregate fair market value in excess of $2,000,000 into inventory which
is leased or consigned unless the Borrower and the Crescent Guarantors
provide at least ten Business Day's prior written notice whereof which
notification contains satisfactory calculations that, after giving effect
to such transaction, the aggregate principal amount of Obligations will
not exceed the Borrowing Base."
(c) In Section 9.1(c)(i), the reference to "8.14" is replaced with
"8.15".
2. This Amendment shall become effective immediately upon receipt by
the Administrative Agent, each in form and substance satisfactory to the
Administrative Agent, of all of the following:
(a) the consent of the Required Lenders hereunder; and
(b) duly executed copies of this Amendment from the Borrower and
the Guarantors.
3. Within 15 days following the formation of FCJV, L.P., the Borrower
and the Crescent Guarantors shall deliver the following documents to the
Administrative Agent, each in form and substance satisfactory to the
Administrative Agent:
(a) a copy of the duly executed Amendment under the Xxxxxxxx'x
Credit Agreement, together with copies of all joinder agreements executed
in connection therewith; and
(b) a pledge of 35% of the Capital Stock of FCJV, L.P.
4. The Borrower hereby represents and warrants in connection herewith
that as of the date hereof (after giving effect hereto) (i) the representations
and warranties set forth in the Credit Documents are true and correct in all
material respects (except those which expressly relate to an earlier date), and
(ii) after the effective date of this Amendment, no Default or Event of Default
exists under the Credit Agreement.
5. Crescent Jewelers, Inc. joins in the execution of this Amendment for
the purpose of acknowledging and consenting to the terms of this Amendment and
reaffirming its guaranty obligations under the Credit Agreement, as amended and
modified hereby.
6. The Xxxxxxxx'x Guarantors join in the execution of this Amendment
for the purpose of acknowledging and consenting to the terms of this Amendment
and reaffirming their guaranty obligations under the Xxxxxxxx'x Guaranty
Agreement, as amended and modified hereby.
7. Except as expressly amended, modified or waived hereby, all of the
terms and provisions of the Credit Agreement and the other Credit Documents
remain in full force and effect.
8. THE BORROWER AGREES TO PAY ALL REASONABLE COSTS AND EXPENSES IN
CONNECTION WITH THE PREPARATION, EXECUTION AND DELIVERY OF THIS AMENDMENT,
INCLUDING THE REASONABLE FEES AND EXPENSES OF THE ADMINISTRATIVE AGENT'S LEGAL
COUNSEL.
9. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original. It shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
10. This Amendment shall be deemed to be a contract under, and shall for
all purposes be construed in accordance with, the laws of the State of North
Carolina.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: CRESCENT JEWELERS,
a California corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Sr. V.P. & CFO
GUARANTOR: CRESCENT JEWELERS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Sr. V.P. & CFO
XXXXXXXX'X GUARANTORS: XXXXXXXX'X INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Sr. V.P. & CFO
XXXXXXXX'X MANAGEMENT CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior V.P. & CFO, Secretary and Treasurer
XXXXXXXX'X HOLDING CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior V.P. & CFO, Secretary and Treasurer
FI STORES LIMITED PARTNERSHIP,
a Georgia limited partnership
By: Xxxxxxxx'x Inc., its sole general partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior V.P. & CFO, Secretary and Treasurer
XXXXXXXX'X FLORIDA PARTNERSHIP,
a Florida general partnership
By: Xxxxxxxx'x Management Corp.,
its managing partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior V.P. & CFO, Secretary and Treasurer
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
As Administrative Agent for and
on behalf of the Lenders
By: /s/ J. Xxxxx Xxxx
----------------------------------
Name: J. Xxxxx Xxxx
Title: Vice President
