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EXHIBIT 10.19.1
FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
Dated as of September 30, 1996
Among
BROOKSTONE, INC.,
BROOKSTONE COMPANY, INC. and
BROOKSTONE STORES, INC.
and
THE FIRST NATIONAL BANK OF BOSTON
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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT is entered into as of
September 30, 1996 by and among BROOKSTONE, INC., a Delaware corporation (the
"Parent"), BROOKSTONE COMPANY, INC., a New Hampshire corporation (the "Company")
and BROOKSTONE STORES, INC., a New Hampshire corporation ("Stores;" the Parent,
the Company and Stores are referred to herein collectively as the "Companies"
and the Company and Stores are referred to herein individually as a "Borrower"
and collectively as the "Borrowers") and THE FIRST NATIONAL BANK OF BOSTON, a
national banking association.
Recitals
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The Companies and the Bank are parties to a Revolving Credit Agreement dated
as of January 11, 1996 (the "Credit Agreement"). All capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement. The Companies desire to amend the Credit Agreement to provide for a
temporary increase in the Commitment Amount to $35,000,000 for the period from
October 1, 1996 through January 31, 1997 and again for the period from October
31, 1997 through January 31, 1998. The Bank is willing to amend the Credit
Agreement to provide for such temporary increases on the terms and conditions
set forth herein.
NOW, THEREFORE, the Companies and the Bank hereby amend the Credit Agreement
as follows:
Section 1. Definitions. Section 1.1 of the Credit Agreement is hereby
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amended by deleting the definition of "Commitment Amount" in its entirety and
substituting therefor the following:
"Commitment Amount. (a) $30,000,000 through
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September 30, 1996, (b) $35,000,000 for the period
from October 1, 1996 through December 31, 1996,
(c) $30,000,000 for the period from February 1,
1997 through September 30, 1997, and (d)
$35,000,000 for the period from October 1, 1997
through December 31, 1997, or in each case such
lesser amount, including zero, resulting from a
termination or reduction of such amount in
accordance with Section 2.4 or Section 7.2."
Section 2. Revised Promissory Note. The Bank and the Borrowers hereby agree
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that the Borrowers, jointly and severally, shall execute and deliver to the Bank
the Promissory
Note in the form of Exhibit A hereto to evidence the Loans, which note, from and
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after the date hereof, shall be deemed to be the Note under the Credit
Agreement. Accrued interest on the Borrowers' Promissory Note dated January 11,
1996 through the date hereof shall be paid at the times provided in the Credit
Agreement.
Section 3. Effectiveness: Conditions to Effectiveness. This First Amendment
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to Revolving Credit Agreement shall become effective as of September 30, 1996
upon execution hereof by the Borrowers and the Bank and satisfaction of the
following conditions.
(a) Promissory Note. The Borrowers shall have delivered to the Bank a
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revised Promissory Notes in the form of Exhibit A hereto.
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(b) Officers' Certificate. The Borrowers shall have delivered to the Bank
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an Officers' Certificate in the form of Exhibit B hereto.
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(c) Opinion of Counsel. The Borrowers shall have delivered to the Bank an
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opinion of Xxxxxx & Xxxxxx, P.A., counsel to the Borrowers, in form and
substance satisfactory to the Bank.
(d) Facility Fee. The Borrowers shall have paid to the Bank a facility
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fee of $35,000, which shall be deemed earned in full by the Bank on the date
hereof.
Section 4. Representations and Warranties: No Default. The Borrowers hereby
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confirm to the Bank the representations and warranties of the Borrowers set
forth in Section IV of the Credit Agreement (as amended hereby) as of the date
hereof, as if set forth herein in full. The Borrowers hereby certify that no
Default exists under the Credit Agreement.
Section 5. Miscellaneous. The Borrowers, jointly and severally agree to pay
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on demand all the Bank's reasonable expenses in preparing, executing and
delivering this First Amendment to Revolving Credit Agreement, and all related
instruments and documents, including, without limitation, the reasonable fees
and out-of-pocket expenses of the Bank's special counsel, Xxxxxxx, Procter &
Xxxx LLP. This First Amendment to Revolving Credit Agreement shall be a Lender
Agreement and shall be governed by and construed and enforced under the laws of
The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the Companies and the Bank have caused this First
Amendment to Revolving Credit Agreement to be executed by their duly authorized
officers as of the first set forth above.
BROOKSTONE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
BROOKSTONE COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
BROOKSTONE STORES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
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Acknowledgement of Guarantors
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The undersigned Guarantors under an Unlimited Guaranty dated as of January
11, 1996 hereby acknowledge the foregoing First Amendment to Revolving Credit
Agreement and agree that all obligations of the Borrowers under the Credit
Agreement, as so amended, will constitute "Obligations" under the Unlimited
Guaranty.
BROOKSTONE PROPERTIES, INC.
BROOKSTONE HOLDINGS, INC.
BROOKSTONE PURCHASING, INC.
BROOKSTONE BY MAIL, INC.
BY: /s/ Xxxxxxx X. Xxxxxxx
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