EXHIBIT 10.29
SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") made as of
the 26th day of June, 2003, by and among TANDY BRANDS ACCESSORIES, INC.
("Borrower"), XXXXX FARGO HSBC TRADE BANK, N. A. ("Agent"), and the lenders
specified herein ("Lenders").
WHEREAS, Borrower, Agent and Lenders entered into a Credit Agreement
dated as of June 27, 2001 (the "Original Credit Agreement"), as amended by that
First Amendment to Credit Agreement dated as of June 28, 2002, by and among
Borrower, Agent and Lenders (the "First Amendment"; the Original Credit
Agreement and the First Amendment together, the "Credit Agreement"); and
WHEREAS, Borrower has requested that Agent and Lenders make certain
amendments to the Credit Agreement, and Agent and Lenders are willing to do so
subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise defined
in this Amendment shall have the meaning ascribed to them in the Credit
Agreement. Unless otherwise specified, all section references herein refer to
sections of the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
2.1 Recitals
(a) First Recital
The First Recital is revised to read as follows:
"WHEREAS, Borrower has requested that Agent and
Lenders provide Borrower with a $60,000,000.00
revolving credit facility (the "Revolving Credit
Loan") to: (i) refinance certain existing
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indebtedness of Borrower, (ii) pay fees and expenses
incurred in connection with the transactions
contemplated hereby, and (iii) fund general corporate
and working capital needs of Borrower and its
Subsidiaries."
2.2 Definitions
(a) Applicable Margin
The chart in clause (b) in the definition of
"Applicable Margin" is revised as follows:
APPLICABLE MARGIN
TOTAL FUNDED INDEBTEDNESS FOR EURODOLLAR
TO EBITDA RATIO BORROWINGS
------------------------- -----------------
Less than 1.00 to 1.00 1.25%
Greater than or equal to 1.00 to 1.00 but less than 1.50 to
1.00 1.370%
Greater than or equal to 1.50 to 1.00 but less than 2.00 to
1.00 1.5O%
Greater than or equal to 2.00 to 1.00, but less than 2.50 to
1.00 1.75%
Greater than or equal to 2.50 to 1.00 2.OO%
(b) Fixed Charge Coverage Ratio
Add the following clause to the end of
clause (b) in the definition of "Fixed Charge
Coverage Ratio":
", plus any cash dividend made by Borrower or any of
its Subsidiaries, plus any payments made by Borrower
or any of its Subsidiaries in respect of the
redemption, retirement, acquisition, or prepayment of
any of Borrower's capital stock, or any other equity
interest, which are more than $5,000,000 in the
aggregate during the term of this Agreement."
(c) Permitted Acquisitions
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The definition of "Permitted Acquisition" is
revised to read as follows:
"'Permitted Acquisition' means an acquisition of a
business entity or assets (i) provided the aggregate
amount of all consideration for all such acquisitions
from the date of the Second Amendment until the
Termination Date does not exceed $12,000,000 or (ii)
for which Borrower has received the prior written
consent of the Required Lenders."
(d) Revolving Credit Notes
The definition of "Revolving Credit Notes"
is revised to read as follows:
"'Revolving Credit Notes' means those certain
Revolving Credit Promissory Notes dated as of the
date of the Second Amendment in the form of Exhibit A
attached hereto, executed by Borrower, as maker, and
payable to the order of Lenders, as payee, in the
aggregate original principal amount of
$60,000,000.00, together with any renewals,
extensions, or modifications thereof."
(e) Second Amendment
The definition of "Second Amendment" is
added:
"'Second Amendment' means the Second Amendment to the
Credit Agreement dated June 26, 2003."
(f) Termination Date
Clause (a) in the definition of "Termination
Date" is revised to read as follows:
"(a) November 30, 2006,"
(g) Total Revolving Credit Commitment
The definition of "Total Revolving Credit
Commitment" is revised to read as follows:
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"'Total Revolving Credit Commitment' shall mean the
sum of the Lenders' Revolving Credit Commitments, as
the same may be terminated or reduced from time to
time in accordance with the provisions of this
Agreement. As of the date of the Second Amendment,
the Total Revolving Credit Commitment is
$60,000,000.00."
2.3 Interest Rate Protection Agreements
(a) Section 9.15 is deleted in its entirety.
2.4 Limitations on Indebtedness
(a) Clause (c) to Section 10.3 is revised to read as
follows:
"(c) Purchase money financing not to exceed
$1,500,000 in any Fiscal Year;"
2.5 Restricted Payments
(a) Section 10.9 is amended to read as follows:
"10.9 RESTRICTED PAYMENTS. Borrower shall not, and
shall not permit any of its Subsidiaries to, through
any outlay other than issuance of Borrower's own
stock, (a) redeem, retire, otherwise acquire, or
prepay, directly or indirectly, any shares of its
capital stock, or any other equity interest;
provided, however, that Borrower may repurchase its
common stock (i) in an amount not to exceed
$5,000,000 in the aggregate during the term of this
Agreement and (ii) in any amount in excess of
$5,000,000 provided that at the time of such
repurchase Borrower provides the Agent with evidence
satisfactory to it that subsequent to such repurchase
Borrower will be in compliance with Section 10.15;
(b) declare or pay any cash dividend if at the time
of the declaration or payment of such dividend, there
has occurred and is continuing an Event of Default;
or (c) make any other distribution of any property or
cash to owners of an equity interest in their
capacity as such.
2.6 Capital Expenditures
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(a) Section 10.13 is amended to read as follows:
"10.13 CAPITAL EXPENDITURES. Borrower shall not, and
shall not permit any of its Subsidiaries to make
Capital Expenditures in excess of $4,000,000 in the
aggregate in any Fiscal Year."
2.7 Leverage Ratio
(a) The chart in Section 10.14 is amended to read as
follows:
Date Ratio
-------------------------------- -----------------
June 30, 2003 2.50:1.00
September 30, 2003 2.75:1.00
December 31, 2003 2.50:1.00
March 31, 2004 2.50:1.00
June 30, 2004 2.50:1.00
September 30, 2004 2.75:1.00
December 31, 2004 2.50:1.00
March 31, 2005 and thereafter 2.50:1.00
June 30, 2005 2.50:1.00
September 30, 2005 2.75:1.00
December 31, 2005 2.50:1.00
March 31, 2006 2.50:1.00
June 30, 2006 2.50:1.00
September 30, 2006 2.75:1.00
November 30, 2006 2.50:1.00
2.8 Tangible Net Worth
(a)Section 10.16 is amended to read as follows:
"10.16 TANGIBLE NET WORTH. The Tangible Net Worth of
the Borrower and its Subsidiaries on a consolidated
basis shall never be less than the sum of ninety
percent (90%) of Tangible Net Worth as of June 30,
2001 plus (a) seventy-five percent (75%) of
Consolidated Net Income earned after June 30, 2001
during any fiscal quarter, provided, however that
fiscal quarters in which Consolidated Net Income is a
negative amount will be excluded
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from the calculation of Consolidated Net Income
earned after June 30, 2001, plus (b) an amount equal
to 100% of the net proceeds of any equity offering
by the Borrower or any of its Subsidiaries occurring
after June 30, 2001."
2.9 Commitments. On the date of execution of this Amendment by
the parties hereto, Firstar Bank, N.A. shall cease to be a Lender under the
Credit Agreement and shall have no rights or obligations under the Credit
Agreement or the Loan Documents. The Total Revolving Credit Commitment shall be
re-allocated among the remaining Lenders as set forth on revised Schedule 2.1
attached hereto.
3. EFFECTIVENESS OF AMENDMENT. This Amendment shall be effective upon
receipt by Agent of:
(a) A copy or copies of this Amendment signed by each of the
parties hereto;
(b) The Amended and Restated Notes executed in favor of each
Lender;
(c) A Confirmation of Guaranty executed by each Guarantor;
(d) A Compliance Certificate executed by Borrower;
(e) Payment of a fee in the amount of 0.25% of the Total
Revolving Credit Commitment (as reduced by this Amendment)
which results in a fee of $150,000, for the ratable benefit of
the Lenders; and
(f) Payment for all other fees and expenses due and owing at
closing.
4. RATIFICATIONS, REPRESENTATIONS AND WARRANTIES.
(a) The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement and, except as expressly
modified and superseded by this Amendment, the terms and
provisions of the Credit Agreement are ratified and confirmed
and shall continue in full force and effect. Borrower, Agent
and Lenders agree that the Credit Agreement and the Loan
Documents, as amended hereby, shall continue to be legal,
valid, binding and enforceable in accordance with their
respective terms.
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(b) To induce Agent and Lenders to enter into this Amendment,
Borrower ratifies and confirms each representation and
warranty set forth in the Credit Agreement as if such
representations and warranties were made on the even date
herewith, (except to the extent that such representations and
warranties related solely to an earlier date and except to the
extent that the facts upon which such representations are
based have been changed by the transactions contemplated in
the Credit Agreement) and further represents and warrants (i)
that there has occurred since the date of the last financial
statements delivered to Agent and Lenders no event or
circumstance that has resulted or could reasonably be expected
to result in a Material Adverse Change, (ii) that no Event of
Default exists on the date hereof, (iii) that Borrower is
fully authorized to enter into this Amendment, and (iv) that
the Guarantors signing the Confirmation of Guaranty attached
hereto are all of the Borrower's Subsidiaries as of the date
of this Amendment
5. BENEFITS. This Amendment shall be binding upon and inure to the
benefit and Borrower, Agent and Lenders and their respective successors and
assigns; provided, however, that Borrower may not, without the prior written
consent of Agent and Lenders, assign any rights, powers, duties or obligations
under this Amendment, the Credit Agreement or any of the other Loan Documents.
6. CONSTRUCTION. This Amendment shall be governed by and construed in
accordance with the laws of the State of
Texas.
7. INVALID PROVISIONS. If any provision of this Amendment is held to be
illegal, invalid or unenforceable under present or future laws, such provision
shall be fully several and the remaining provisions of this Amendment shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance.
8. ENTIRE AGREEMENT. The Credit Agreement, as amended by this
Amendment, contains the entire agreement among the parties regarding the subject
matter hereof and supersedes all prior written and oral agreements and
understandings among the parties hereto regarding same.
9. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and all
other agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Credit
Agreement, as amended hereby, are hereby amended so that any reference in the
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Credit Agreement to the Credit Agreement shall mean a reference to the Credit
Agreement as amended hereby.
10. COUNTERPARTS. This Amendment may be separately executed in any
number of counterparts, each of which shall be an original, but all of which,
taken together, shall be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BORROWER:
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX X. XXXXXXXX
---------------------------
Xxxx X. Xxxxxxxx
Chief Financial Officer
and Treasurer
AGENT:
XXXXX FARGO HSBC TRADE
BANK, N.A.
By: /s/ CONNOR DUFFEY
---------------------------
Name: Xxxxxx Xxxxxx
-------------------------
Title: Regional Vice President
------------------------
XXXXX FARGO BANK, N. A.
By: /s/ CONNOR DUFFEY
---------------------------
Name: Connor Duffey
-------------------------
Title: Regional Vice President
------------------------
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LENDERS:
XXXXX FARGO HSBC TRADE BANK,
N.A.
By: /s/ CONNOR DUFFEY
---------------------------
Name: Connor Duffey
-------------------------
Title: Regional Vice President
------------------------
Address: 0000 Xxxx Xxxxxx,
Xxxxx 000
Xxxxxx, XX 00000
Attention: Connor Duffey
Fax No.: 000-000-0000
9
COMERICA BANK -
TEXAS
By: /s/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
-------------------------
Title: Vice President
------------------------
Address: 0000 Xxxxxxxx,
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Fax No.: 000-000-0000
10
U.S. BANK NATIONAL ASSOCIATION,
formerly known as
FIRSTAR BANK, N. A., as
resigning Lender
By: /s/ XXXXXX X. XXXXXX, XX.
---------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
-------------------------
Title: Vice President
------------------------
Address: One XX Xxxx Xxxxx,
00xx Xxxxx
Xx. Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Xx.
Fax No.: 000-000-0000
11
COMPASS BANK
By: /s/ XXXXXXX XXXXX
-------------------------------
Name: Xxxxxxx Xxxxx
-----------------------------
Title: Vice President
----------------------------
Address: 0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Fax No.: 000-000-0000
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SCHEDULE 2.1
Lenders; Revolving Credit Commitments
Amount of Percentage of
Commitment Commitment
Xxxxx Fargo HSBC Trade Bank, N. A $27,500,000.00 45.0000000%
Comerica Bank -- Texas $18,500,000.00 30.0000000%
Compass Bank $14,000,000.00 23.3333333%
Total: $60,000,000.00 100.00%
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CONFIRMATION OF GUARANTY
Reference is made to the Credit Agreement dated as of June 27, 2001, as
amended by the First Amendment to Credit Agreement dated as of June 28, 2002
(the "Credit Agreement") among Tandy Brands Accessories, Inc. ("Borrower"),
Xxxxx Fargo HSBC Trade Bank, N. A. ("Agent"), and the lenders specified therein
("Lenders"). The undersigned Guarantors hereby confirm that their guaranty under
the Subsidiary Guaranty dated as of June 27, 2001 for the benefit of Agent,
Lenders, and Xxxxx Fargo Bank, N. A., continues in full force and effect
notwithstanding the Second Amendment to Credit Agreement dated as of June 26,
2003, which Second Amendment is hereby accepted and consented to by each
Guarantor. In accordance herewith, the aforesaid guaranty shall be deemed to
cover and secure the Obligations at any time due from Borrower to Lenders
pursuant to the Credit Agreement as the latter has been modified by the Second
Amendment. This Confirmation of Guaranty shall be governed by and construed in
accordance with the laws of the State of
Texas. Dated this 26th day of June,
2003.
ACCESSORY DESIGN GROUP, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
AMITY/XXXXX, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
TANDY BRANDS ACCESSORIES HANDBAGS,
INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
X.X. XXXXXXX CANADA, LTD.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC INVESTMENTS, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC GENERAL MANAGEMENT COMPANY
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC MANAGEMENT COMPANY L.P.
BY: TBAC GENERAL MANAGEMENT COMPANY,
ITS GENERAL PARTNER
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC PRINCE XXXXXXX, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
STAGG INDUSTRIES, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC-TOREL, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC INVESTMENT TRUST, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Xxxx X. Xxxxxxxx
Vice President
Accepted as of the date first written above.
BORROWER
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX X. XXXXXXXX
-------------------------------------
Xxxx X. Xxxxxxxx
Chief Financial Officer and Treasurer
COMPLIANCE CERTIFICATE
June 26, 2003
Reference is made to that certain Credit Agreement dated as of June 27,
2001 among Tandy Brands Accessories, Inc. ("Borrower"), Xxxxx Fargo HSBC Trade
Bank, N.A. ("Agent"), and the lenders specified therein ("Lenders"), as amended
by the First Amendment to Credit Agreement dated as of June 28, 2002 by and
among Borrower, Agent, and Lenders (the "Credit Agreement"). Terms which are
defined in the Credit Agreement and which are used but not defined herein shall
have the meanings given them in the Credit Agreement. The undersigned, Xxxx X.
Xxxxxxxx, Borrower's Chief Financial Officer and Treasurer, hereby certifies in
the name, and on behalf, of Borrower that Borrower has made a thorough inquiry
into all matters certified herein and based upon such inquiry, experience, and
the advice of counsel, does hereby further certify that:
1. All representations and warranties made by Borrower in any Loan
Document delivered on or before the date hereof (including, without limitation,
the representations and warranties contained in Section 4 of the Second
Amendment to Credit Agreement of even date herewith) are true in all material
respects on and as of the date hereof (except to the extent that such
representations and warranties related solely to an earlier date and except to
the extent that the facts upon which such representations are based have been
changed by the transactions contemplated in the Credit Agreement) as if such
representations and warranties had been made as of the date hereof.
2. No Event of Default exists on the date hereof.
3. Borrower has performed and complied with all agreements and
conditions required in the Loan Documents to be performed or complied with by it
on or prior to the date hereof.
IN WITNESS WHEREOF, this instrument is executed by the undersigned as
of the date first above written.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX X. XXXXXXXX
-------------------------------------
Xxxx X. Xxxxxxxx
Chief Financial Officer and Treasurer
AMENDED AND RESTATED
PROMISSORY NOTE
U.S. $27,500,000.00 June 26, 2003
FOR VALUE RECEIVED, the undersigned, TANDY BRANDS ACCESSORIES, INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of XXXXX FARGO
HSBC TRADE BANK, N.A., a national banking association (the "Lender"), for the
account of its Applicable Lending Office (as defined in that certain Credit
Agreement, dated as of June 27, 2001, by and among the Borrower, the Lender,
certain other lenders from time to time parties thereto (collectively, the
"Lenders"), Xxxxx Fargo HSBC Trade Bank, N.A., a national banking association,
as agent for the Lenders (the "Agent"), and Xxxxx Fargo Bank, N.A., a national
banking association, as arranger (as amended by that certain First Amendment to
Credit Agreement, dated as of June 28, 2002, as further amended by that certain
Second Amendment to Credit Agreement, dated even date herewith, and as amended,
modified, or supplemented from time to time, the "Credit Agreement")
(capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Credit Agreement) or any other office designated by the Agent,
the lesser of (i) the principal sum of TWENTY-SEVEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($27,500,000.00), or (ii) the aggregate unpaid principal amount
of all Advances made by the Lender to the Borrower under the Revolving Credit
Commitment.
The Borrower promises to pay interest on the unpaid principal amount of each
such Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of
America to Xxxxx Fargo HSBC Trade Bank, N.A., as Agent, at San Francisco Loan
Center, 000 0xx Xxxxxx, 0xx xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, in same day
funds. Each Advance under the Revolving Credit Commitment made by the Lender to
the Borrower and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Revolving Credit Promissory Note (this
"Note"), provided, however, that failure of the Lender to make such notation or
any error therein shall not in any manner affect the obligation of the Borrower
to repay such Advances in accordance with the terms of this Note.
This Note is one of the Revolving Credit Notes referred to in, and is subject to
and entitled to the benefits of, the Credit Agreement. This Note is secured by
the Collateral described in the Security Documents. The Credit Agreement, among
other things, (i) provides for the making of Advances under the Revolving Credit
Commitment by the Lender to the Borrower from time to time pursuant to Section
2.1 of the Credit Agreement in an aggregate outstanding amount not to exceed at
any time the U.S. dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Advance being evidenced by this Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and
also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.
The Borrower hereby waives presentment, demand, protest, notice of intent to
accelerate, notice of acceleration and any other notice of any kind, except as
provided in the Credit Agreement. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF
TEXAS.
This Note is in renewal and extension, but not in extinguishment or novation, of
that certain promissory note dated as of June 27, 2001, made by the Borrower
payable to the order of the Lender in the original principal amount of
$30,000,000.00.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX X. XXXXXXXX
-------------------------------------
Xxxx X. Xxxxxxxx
Chief Financial Officer and Treasurer
AMENDED AND RESTATED
PROMISSORY NOTE
U.S. $18,500,000.00 June 26, 2003
FOR VALUE RECEIVED, the undersigned, TANDY BRANDS ACCESSORIES, INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of COMERICA
BANK-
TEXAS, a
Texas state bank (the "Lender"), for the account of its Applicable
Lending Office (as defined in that certain Credit Agreement, dated as of June
27, 2001, by and among the Borrower, the Lender, certain other lenders from time
to time parties thereto (collectively, the "Lenders"), Xxxxx Fargo HSBC Trade
Bank, N.A., a national banking association, as agent for the Lenders (the
"Agent"), and Xxxxx Fargo Bank, N.A., a national banking association, as
arranger (as amended by that certain First Amendment to Credit Agreement, dated
as of June 28, 2002, as further amended by that certain Second Amendment to
Credit Agreement, dated even date herewith, and as amended, modified, or
supplemented from time to time, the "Credit Agreement") (capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement) or any other office designated by the Agent, the lesser of (i) the
principal sum of EIGHTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS
($18,500,000.00), or (ii) the aggregate unpaid principal amount of all Advances
made by the Lender to the Borrower under the Revolving Credit Commitment.
The Borrower promises to pay interest on the unpaid principal amount of each
such Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of
America to Xxxxx Fargo HSBC Trade Bank, N.A., as Agent, at San Francisco Loan
Center, 000 0xx Xxxxxx, 0xx xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, in same day
funds. Each Advance under the Revolving Credit Commitment made by the Lender to
the Borrower and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Revolving Credit Promissory Note (this
"Note"), provided, however, that failure of the Lender to make such notation or
any error therein shall not in any manner affect the obligation of the Borrower
to repay such Advances in accordance with the terms of this Note.
This Note is one of the Revolving Credit Notes referred to in, and is subject to
and entitled to the benefits of, the Credit Agreement. This Note is secured by
the Collateral described in the Security Documents. The Credit Agreement, among
other things, (i) provides for the making of Advances under the Revolving Credit
Commitment by the Lender to the Borrower from time to time pursuant to Section
2.1 of the Credit Agreement in an aggregate outstanding amount not to exceed at
any time the U.S. dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Advance being evidenced by this Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and
also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.
The Borrower hereby waives presentment, demand, protest, notice of intent to
accelerate, notice of acceleration and any other notice of any kind, except as
provided in the Credit Agreement. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF
TEXAS.
This Note is in renewal and extension, but not in extinguishment or novation, of
that certain promissory note dated as of June 27, 2001, made by the Borrower
payable to the order of the Lender in the original principal amount of
$20,000,000.00.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX X. XXXXXXXX
-------------------------------------
Xxxx X. Xxxxxxxx
Chief Financial Officer and Treasurer
AMENDED AND RESTATED
PROMISSORY NOTE
U.S. $14,000,000.00 June 26, 2003
FOR VALUE RECEIVED, the undersigned, TANDY BRANDS ACCESSORIES, INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of COMPASS
BANK, an Alabama state bank (the "Lender"), for the account of its Applicable
Lending Office (as defined in that certain Credit Agreement, dated as of June
27, 2001, by and among the Borrower, the Lender, certain other lenders from time
to time parties thereto (collectively, the "Lenders"), Xxxxx Fargo HSBC Trade
Bank, N.A., a national banking association, as agent for the Lenders (the
"Agent"), and Xxxxx Fargo Bank, N.A., a national banking association, as
arranger (as amended by that certain First Amendment to Credit Agreement, dated
as of June 28, 2002, as further amended by that certain Second Amendment to
Credit Agreement, dated even date herewith, and as amended, modified, or
supplemented from time to time, the "Credit Agreement") (capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement) or any other office designated by the Agent, the lesser of (i) the
principal sum of FOURTEEN MILLION DOLLARS ($14,000,000.00), or (ii) the
aggregate unpaid principal amount of all Advances made by the Lender to the
Borrower under the Revolving Credit Commitment.
The Borrower promises to pay interest on the unpaid principal amount of each
such Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of
America to Xxxxx Fargo HSBC Trade Bank, N.A., as Agent, at San Francisco Loan
Center, 000 0xx Xxxxxx, 0xx xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, in same day
funds. Each Advance under the Revolving Credit Commitment made by the Lender to
the Borrower and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Revolving Credit Promissory Note (this
"Note"), provided, however, that failure of the Lender to make such notation or
any error therein shall not in any manner affect the obligation of the Borrower
to repay such Advances in accordance with the terms of this Note.
This Note is one of the Revolving Credit Notes referred to in, and is subject to
and entitled to the benefits of, the Credit Agreement. This Note is secured by
the Collateral described in the Security Documents. The Credit Agreement, among
other things, (i) provides for the making of Advances under the Revolving Credit
Commitment by the Lender to the Borrower from time to time pursuant to Section
2.1 of the Credit Agreement in an aggregate outstanding amount not to exceed at
any time the U.S. dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Advance being evidenced by this Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and
also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.
The Borrower hereby waives presentment, demand, protest, notice of intent to
accelerate, notice of acceleration and any other notice of any kind, except as
provided in the Credit Agreement. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF
TEXAS.
This Note is in renewal and extension, but not in extinguishment or novation, of
that certain promissory note dated as of June 27, 2001, made by the Borrower
payable to the order of the Lender in the original principal amount of
$15,000,000.00.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX X. XXXXXXXX
-------------------------------------
Xxxx X. Xxxxxxxx
Chief Financial Officer and Treasurer
AMENDMENT TO SECURITY AGREEMENTS
This Amendment to Security Agreements (the "Amendment") dated as of
June 26, 2003 is by and among Tandy Brands Accessories, Inc. ("Borrower") and
each of its affiliated companies signatory hereto (with Borrower, each
individually a "Debtor" and collectively, the "Debtors") and Xxxxx Fargo HSBC
Trade Bank, N.A., as Agent for the Lenders (as defined in the Credit Agreement
defined below) and Xxxxx Fargo Bank, N.A. ("WFB" together with the Agent and the
Lenders, the "Secured Party").
RECITALS
A. Reference is made to that certain Credit Agreement dated as of June
27, 2001 between Borrower and Secured Party (as the same has been amended from
time to time, the "Credit Agreement").
B. Pursuant to the Credit Agreement, each Debtor and the Secured Party
entered into a separate Security Agreement dated as of June 27, 2001
(individually a "Security Agreement" and collectively the "Security Agreements")
pursuant to which each respective Debtor granted a security interest in and to
the Collateral (as defined in each respective Security Agreement) to secure the
Obligations (as defined in the Credit Agreement).
C. The parties hereto now desire to amend each Security Agreement to
remove from the definition of Collateral therein the reference to "fixtures" and
to authorize the filing of termination statements with respect to any and all
"fixture" filings previously made pursuant to the Security Agreements.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereby agree as follows:
AGREEMENTS
1. Amendments to Section 1.3.1 of each of the Security Agreements.
Effective as of the date hereof, the two words "and fixtures" appearing in the
first line of Section 1.3.1 entitled "Collateral" of each of the Security
Agreements is hereby deleted therefrom and accordingly, fixtures are hereby
released from the security interests previously created pursuant to the Security
Agreements.
2. Authorization to File Termination Statements. Effective as of the
date hereof, each of the respective Debtors is hereby authorized by each Secured
Party to file UCC Financing Statement Amendments (i.e. termination statements)
(or comparable form as applicable) (collectively, the "Termination Statements")
with respect to "fixture" filings previously made against any Debtor by or on
behalf of any Secured Party, including without limitation, with respect to those
"fixture" filings specifically described on Exhibit A attached hereto. Borrower
will provide to Agent copies of all such Termination Statements.
3. Counterparts. This Amendment may be executed by the various parties
hereto on separate counterparts, and by different parties hereto on different
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]
AMENDMENT TO SECURITY AGREEMENTS -- PAGE 1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date and year first above written.
BORROWER:
TANDY BRANDS ACCESSORIES, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Chief Financial Officer and Treasurer
SECURED PARTY:
XXXXX FARGO HSBC TRADE BANK, N.A.
By: /s/ CONNOR DUFFEY
----------------------------------------
Name: Connor Duffey
-----------------------------------
Title: Regional Vice President
----------------------------------
XXXXX FARGO BANK, N.A.
By: /s/ CONNOR DUFFEY
----------------------------------------
Name: Connor Duffey
-----------------------------------
Title: Regional Vice President
----------------------------------
OTHER DEBTORS:
ACCESSORY DESIGN GROUP, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
AMENDMENT TO SECURITY AGREEMENTS -- PAGE 2
AMITY/XXXXX, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
TANDY BRANDS ACCESSORIES
HANDBAGS, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
X.X. XXXXXXX CANADA, LTD.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC INVESTMENTS, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC GENERAL MANAGEMENT COMPANY
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
AMENDMENT TO SECURITY AGREEMENTS -- PAGE 3
TBAC MANAGEMENT COMPANY L.P.
By: TBAC General Management Company,
its general partner
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC PRINCE XXXXXXX, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
STAGG INDUSTRIES, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC -- TOREL, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
TBAC INVESTMENT TRUST, INC.
By: /s/ XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx
Vice President
AMENDMENT TO SECURITY AGREEMENTS -- PAGE 4
EXHIBIT A
UCC-1 FIXTURE FILING FINANCING STATEMENTS
XXXXX FARGO HSBC TRADE BANK, N.A., AS AGENT
DEBTOR JURISDICTION INSTRUMENT NO. FILING DATE
------ ------------ -------------- -----------
Accessory Design Group, Inc. Xxxxxx Xxxxxx, XX 0000000 7/23/01
(Vol 142, Pg. 3253)
Amity/Xxxxx, Inc. Xxxxxxxxxx Xxxxxx, XX 000000 7/10/01
Stagg Industries, Inc. XxXxxx Xxxxxx, XX 00000 7/12/01
(Vol 96, Pg 661)
Xxxxxx Xxxxxx, XX 000000 7/23/01
(Vol 236, Pg 868)
Xxxxxx Xxxxxx, XX 000000 7/12/01
(Vol 235, Pg 938)
Xxxxxx Xxxxxx, XX 000000 7/12/01
(Vol 236, Pg 4)
Tandy Brands Accessories, Inc. Xxxxxx Xxxxxx, XX 0000000 7/23/01
(Vol 142, Pg 3269)
De Xxxx Xxxxxx, XX 00000 7/12/01
(Vol 96, Pg 667),
Xxxxxx Xxxxxx, XX 000000 7/12/01
(Vol 236, Pg 9)
Xxxxxx Xxxxxx, XX 000000 7/12/01
(Vol 000, 00)
Xxxxxx Xxxxxx, XX 000000 7/23/01
(Vol 236, Pg 874)
Tarrant County, TX Vol 0322, Pg 001 7/24/01
Xxxxxxxxxx Xxxxxx, XX 000000 7/10/01
Tandy Brands Accessories Xxxxxxxxxx Xxxxxx, XX 000000 7/10/01
Handbags, Inc.
TBAC -- Prince Xxxxxxx, Inc. Xxxxxxxxxx Xxxxxx, XX 000000 7/10/01
EXHIBIT A TO AMENDMENT TO SECURITY AGREEMENTS -- PAGE 1 OF 2
EXHIBIT A
UCC-I FIXTURE FILING FINANCING STATEMENTS
XXXXX FARGO BANK, N.A.
DEBTOR JURISDICTION INSTRUMENT NO. FILING DATE
------ ------------ -------------- -----------
Accessory Design Group, Inc. Xxxxxx Xxxxxx, XX 0000000 7/23/01
(Vol 142, Pg 3245)
Amity/Xxxxx, Inc. Xxxxxxxxxx Xxxxxx, XX 000000 7/10/01
Stagg Industries, Inc. XxXxxx Xxxxxx, XX 00000 7/12/01
(Vol 96, Pg 663)
Xxxxxx Xxxxxx, XX 000000 7/23/01
(Vol 236, Pg 871)
Xxxxxx Xxxxxx, XX 000000 7/12/01
(Vol 236, Pg 1)
Xxxxxx Xxxxxx, XX 000000 7/12/01
(Vol 235, Pg 936)
Tandy Brands Accessories, Inc. Xxxxxx Xxxxxx, XX 0000000 7/23/01
(Vol 142, Pg 3261)
De Xxxx Xxxxxx, XX 00000 7/12/01
(Vol 96, Pg 665)
Xxxxxx Xxxxxx, XX 000000 7/12/01
(Vol 236, Pg 14)
Xxxxxx Xxxxxx, XX 000000 7/12/01
(Vol 236, Pg 7)
Xxxxxx Xxxxxx,XX 000000 7/23/01
(Vol 236, Pg 865)
Tarrant County, TX Vol 0321, Pg 001 7/24/01
Xxxxxxxxxx Xxxxxx, XX 000000 7/10/01
Tandy Brands Accessories Xxxxxxxxxx Xxxxxx, XX 000000 7/10/01
Handbags, Inc.
TBAC -- Prince Xxxxxxx, Inc. Xxxxxxxxxx Xxxxxx, XX 000000 7/10/01
EXHIBIT A TO AMENDMENT TO SECURITY AGREEMENTS -- PAGE 2 OF 2
