EXHIBIT 10.6
SECOND AMENDMENT TO
BUSINESS LOAN AGREEMENT WITH COVENANTS
Amendment, dated November 1, 1998, to the Business Loan
Agreement with Covenants, dated August 12, 1998, by and among Home Retail
Holdings, Inc. (which was renamed Rolling Pin Kitchen Emporium, Inc., and is
referred to herein as the "Company"), The Cookstore, Inc., The Cookstore
Worthington, Inc. (collectively, the "Borrowers") and Liberty BIDCO Investment
Corporation ("BIDCO"), which was amended pursuant to the First Amendment to Loan
Agreement, dated August 20, 1998, by and among Aropi, Incorporated ("Aropi"),
the Borrowers and BIDCO (collectively, the "Agreement").
Whereas, the parties to the Agreement desire to amend the Agreement as
herein provided;
Now Therefore, the parties agree as follows:
1. Definitions. Each capitalized term defined in the Agreement when used
herein shall be the meaning given thereto in the Agreement unless the
definition thereof is changed hereby.
2. Amendment. The Agreement is hereby amended effective as of September 1,
1998 as follows:
(i) Section 8.1 is hereby amended to add to the first sentence of such
section the following sentence:
"Notwithstanding the foregoing, for purposes of the foregoing ratio,
(A) current liabilities shall be defined solely as (x) accounts
payable, and (y) accrued expenses, and (B) long-term debt shall be
defined to include the following items: (a) amounts extended
hereunder, (b) amounts financed by Greenfield Commercial Credit,
L.L.C. ("Greenfield"), (c) the $150,000 contingent liability due
Xxxxxxx Companies, Inc. and (d) amounts owed Xxxxx X. Xxxx ("Kaas")
pursuant to the terms of the Stock Purchase Agreement, dated August
20, 1998, by and among the Company, Kaas and Aropi."
(ii) The following language is inserted at the end of the last sentence of
the second paragraph of Section 8.2, as amended:
"and increased by the lesser of (A) $898,177 or (B) all fees and
expenses incurred in connection with (i) the acquisition of Aropi,
(ii) the emergence of the Company from bankruptcy and the (iii)
financings provided hereunder and under the agreement with
Greenfield."
3. Agreement. Except as amended hereby, the Agreement shall remain in full
force and effect.
4. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original but each of which together
shall constitute one and the same document.
IN WITNESS THEREOF, the parties have caused this Amendment to be
approved in accordance with the Agreement and executed on the date first written
above by their respective officers thereunto duly authorized.
BORROWER
ROLLING PIN KITCHEN EMPORIUM, INC.
a Delaware Corporation
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Secretary
THE COOKSTORE, INC.
an Ohio Corporation
By: /s/ XXXX X. XXXXXX
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Secretary
THE COOKSTORE WORTHINGTON, INC.
an Ohio Corporation
By: /s/ XXXX X. XXXXXX
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Secretary
AROPI, INCORPORATED,
an Iowa Corporation
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Secretary
BIDCO
LIBERTY BIDCO INVESTMENT CORPORATION
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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