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EXHIBIT 10.1(F)
AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT
This Amendment Number Five to Loan and Security Agreement ("Amendment")
is entered into as of June 2, 2000, among XXXXXXX JEWELERS, INC., a Delaware
corporation (the "Borrower"), on the one hand, and the financial institutions
listed on the signature pages hereof (such financial institutions, together with
their respective successors and assigns, are referred to hereinafter each
individually as a "Lender" and collectively as the "Lenders"), and FOOTHILL
CAPITAL CORPORATION, as Agent ("Agent"), on the other hand.
RECITALS
A. Borrower, Lenders and Agent have previously entered into that
certain Loan and Security Agreement, dated as of October 2, 1998, as amended as
of April 15, 1999, August 30, 1999, November 24, 1999, and January 25, 2000 (as
amended, the "Agreement").
B. Borrower, Lenders and Agent desire to amend the Agreement as
provided for and on the conditions herein.
NOW, THEREFORE, Borrower, Lenders and Agent hereby amend certain
provisions of the Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.
2. AMENDMENTS.
2.1 The Agreement is amended to add Section 6.5 which shall read as
follows:
"6.5 Availability. At all times while this Agreement remains
in effect, Borrower shall have not less than $2,500,000 of Availability
on each Business Day, after giving effect to customary ineligible
Accounts and Inventory and reserves."
2.2 Section 7.13 of the Agreement is amended to permit the following
loans by Borrower:
"(x) Borrower may make loans to its employees and directors
solely for the purpose of purchasing shares of common stock of Borrower
from Borrower in an amount not to exceed $2,500,000 outstanding at any
one time."
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2.3 Section 7.20(b) of the Agreement is amended in its entirety to read
as follows:
"(b) Tangible Net Worth. A Tangible Net Worth of at least the
following amounts as of the last day of the fiscal quarters of Borrower
ending on or about the last day of the following months:
Month Minimum Tangible Net Worth
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May 2000 $16,040,000
August 2000 $23,544,000
November 2000 $21,909,000
February 2001 $33,420,000
May 2001 $32,301,000
August 2001 $29,455,000
2.4 Sections 7.21(b) and (c) of the Agreement are hereby amended in
their entirety to read as follows:
"(b) $14,000,000 for Borrower's fiscal year ending on or about
May 31, 2000; and
(c) Commencing with the fiscal year ending on or about May 31,
2001, (i) for the first fiscal quarter of Borrower, $3,500,000, (ii)
$3,000,000 for the second fiscal quarter of Borrower, (iii) $1,000,000
for the third fiscal quarter of Borrower and (iv) $2,500,000 for the
fourth fiscal quarter of Borrower, provided that Borrower may use any
unused portion of the previous fiscal quarters' capital expenditures in
any subsequent fiscal quarter, provided further that Borrower may not
spend more than $10,000,000 in the aggregate for any one fiscal year."
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Lenders
and Agent that all of Borrower's representations and warranties set forth in the
Agreement are true, complete and accurate in all respects as of the date hereof
(except to the extent such representations and warranties relate solely to an
earlier date).
4. NO DEFAULTS. Borrower hereby affirms to Lenders and Agent that no
Default or Event of Default exists as of the date hereof.
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5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the following:
(a) Receipt by Agent of fully executed copies of this
Amendment;
(b) Receipt by Agent of satisfactory evidence of a common
stock investment in Borrower in the amount of $11,500,000; and
(c) Payment of an amendment fee to Agent, for the pro rata
account of Lenders, in the amount of $25,000.
6. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent's
out-of-pocket costs and expenses (including, without limitation, the reasonable
fees and expenses of its counsel, which counsel may include any local counsel
reasonably deemed necessary, search fees, filing and recording fees,
documentation fees, appraisal fees, travel expenses, and other fees) arising in
connection with the preparation, execution, and delivery of this Amendment and
any related documents.
7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended, modified, and supplemented hereby, shall remain in full
force and effect.
8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
XXXXXXX JEWELERS, INC.,
a Delaware corporation
By /s/ Xxxx Xxxxxxx
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Title: Vice President--Finance
FOOTHILL CAPITAL CORPORATION,
a California corporation, as Agent and as a Lender
By /s/ Xxxxxx Xxxxxxx
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Title: Vice President
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LASALLE BUSINESS CREDIT, INC.,
a Delaware corporation
By /s/ Xxxxxxx X. Xxxx, XX
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Title: SVP
SUNROCK CAPITAL CORP.,
a Delaware corporation
By /s/ Xxxxxx X. Xxxxxxxxxx
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Title: Vice President
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