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EXHIBIT 10.55
AMENDMENT NO. ONE TO THE LOAN
AND SECURITY AGREEMENT
XXXXXXXXX INDUSTRIES, INC., XXXXXXXXX INDUSTRIES, L.P. and
NBF, INC.
This Amendment No. One To The Loan And Security Agreement (the
"Amendment") is entered into as of the 30th day of January, 1997, by and
between XXXXXXXXX INDUSTRIES, INC., a Delaware corporation ("Inc."), XXXXXXXXX
INDUSTRIES, L.P., a Texas limited partnership ("L.P.") and NBF, INC., a Georgia
corporation ("NBF"), jointly and severally, (collectively "Borrower"), with
their chief executive office located at 000 Xxxx Xxxxxxx Xxxxxxx, Xxxxxx, Xxxxx
00000 and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"),
with a place of business located at 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000,
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000, in light of the following facts:
FACTS
FACT ONE: Foothill and Borrower have previously entered into that
certain Loan And Security Agreement, dated August 16, 1996 (the "Agreement").
FACT TWO: Foothill and Borrower desire to amend the Agreement as
provided herein. Terms defined in the Agreement which are used herein shall have
the same meanings as set forth in the Agreement, unless otherwise specified.
NOW, THEREFORE, Foothill and Borrower hereby modify and amend the
Agreement as follows:
1. Section 1.1(g) of the Agreement is hereby amended in its
entirety to read as follows: "(g) Accounts with respect to an Account Debtor
whose total obligations owing to Borrower exceed ten percent (10%) of all
Eligible Accounts (or, in the case of Service Merchandise and Xxxxxx-Xxxxxx,
fifteen percent (15%)), to the extent of the obligations owing by such Account
Debtor in excess of such percentage; provided, however, in the case of Wal-Mart
or K-Mart, such percentage shall be seventy-five percent (75%) as to both
combined from January 15, 1997 through March 31, 1997; and effective April 1,
1997, said percentage shall be:
(i) From March 1 - September 30 (i) thirty percent (30%)
of each year as to each
(ii) From October 1 - February 28 (ii) seventy percent
of each year (70%) as to both combined."
2. The last sentence of Section 2.1(a) of the Agreement is hereby
amended in its entirety to read as follows: "The advance rate of forty-seven
percent (47%)
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against Eligible Inventory and Inventory In-transit shall be reduced by one
percent (1%) on April 1, 1997 and by one percent (1%) on May 1, 1997."
3. Effective February 14, 1997, Section 5.6 of the Agreement is
hereby amended to reflect the new Chief Executive Office of Borrower to read as
follows:
"602 Xxxxxxxx Xxxxxxx
Xxxxx Xxxxxxx, Xxxxx 00000"
4. Foothill shall charge Borrower's loan account an accommodation
fee in the amount of Fifteen Thousand Dollars ($15,000.00) and a documentation
fee in the amount of Eight Hundred Fifty Dollars ($850.00). Said fee shall be
fully-earned, non-refundable, and due and payable on the date Borrower's loan
account is charged.
5. 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 supplemented, amended and modified, shall remain in full force
and effect.
IN WITNESS WHEREOF, Borrower and Foothill have executed this Amendment
as of the day and year first written above.
FOOTHILL CAPITAL CORPORATION XXXXXXXXX INDUSTRIES, L.P.
By: Xxxxxxxxx Operating Corp, its
General Partner
By /s/ XXXX X. XXXXXXXX By /s/ XXXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxxx
Its Assistant Vice President Its
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XXXXXXXXX INDUSTRIES, INC.
By /s/ XXXXX X. XXXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxxx
Its
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NBF, INC.
By /s/ XXXXX X. XXXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxxx
Its
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REAFFIRMATION OF GUARANTORS
By its acceptance below this ___ day of February, 1997, the undersigned
guarantor hereby reaffirms its Continuing Guaranty dated August 16, 1996 and
consents to the above-stated terms.
XXXXXXXXX OPERATING CORP.,
a Nevada corporation
By /s/ XXXXX X. XXXXXXXXX
-----------------------------------
Xxxxx X. Xxxxxxxxx
Its
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By its acceptance below this ___ day of February, 1997, the undersigned
guarantor hereby reaffirms its Continuing Guaranty dated August 16, 1996 and
consents to the above-stated terms.
XXXXXXXXX HOLDING CORP.,
a Delaware corporation
By /s/ XXXXX X. XXXXXXXXX
-----------------------------------
Xxxxx X. Xxxxxxxxx
Its
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By its acceptance below this ___ day of February, 1997, the undersigned
guarantor hereby reaffirms its Continuing Guaranty dated August 16, 1996 and
consents to the above-stated terms.
XXXXXXXXX SPORT, INC.,
a Texas corporation
By /s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx
Its
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By its acceptance below this ___ day of February, 1997, the undersigned
guarantor hereby reaffirms its Continuing Guaranty dated August 16, 1996 and
consents to the above-stated terms.
C.G. PRODUCTS, INC.,
a California corporation
By /s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx
Its
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By its acceptance below this ___ day of February, 1997, the undersigned
guarantor hereby reaffirms its Continuing Guaranty dated August 16, 1996 and
consents to the above-stated terms.
XXXXXX, INC.,
a Texas corporation
By /s/ XXXXX X. XXXXXXXXX
-----------------------------------
Xxxxx X. Xxxxxxxxx
Its
-----------------------------------
By his acceptance below this ___ day of February, 1997, the undersigned
guarantor hereby reaffirms his Continuing Guaranty dated August 16, 1996 and
consents to the above-stated terms.
/s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx,
an individual
By his acceptance below this ___ day of February, 1997, the undersigned
guarantor hereby reaffirms his Continuing Guaranty dated August 16, 1996 and
consents to the above-stated terms.
/s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx,
an individual
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