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EXHIBIT 10.1.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is
entered into as of the 18th day of December, 1998, by and among the Persons
executing this First Amendment as lenders (such Persons, and their successors
and assigns, are collectively referred to herein as the "Lenders"), HOME
INTERIORS & GIFTS, INC., a Texas corporation (the "Borrower"), and NATIONSBANK,
N.A., as Administrative Agent for the Lenders (the "Administrative Agent") to
the extent and in the manner provided for in the Credit Agreement (defined below
and herein so called)
BACKGROUND
A. The Lenders, the Borrower, certain co-agents, and the Administrative
Agent are parties to that certain Credit Agreement, dated as of June 4, 1998
(said Credit Agreement, as amended, the "Credit Agreement"; terms defined in the
Credit Agreement and not otherwise defined herein shall be used as defined in
the Credit Agreement).
B. As a result of a change in the proposed ownership structure of the
Candle Making Joint Venture, the Borrower will own more than 50% of the Candle
Making Joint Venture, the result of which would be to cause the Candle Making
Joint Venture to become a Subsidiary under the Credit Agreement. The Borrower
has requested that the Candle Making Joint Venture not be deemed to be a
Subsidiary under the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto covenant and agree as follows:
1. AMENDMENTS.
(a) The definition of "Candle Making Joint Venture" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:
"Candle Making Joint Venture" means (a) prior to about
December 18, 1998, that certain joint venture of the Borrower to be
engaged in the making of candles in which the Borrower will initially
contribute real estate and equipment having a fair market value not to
exceed $2,500,000 in aggregate amount and (b) on or about December 18,
1998 and thereafter, Laredo Candle Company L.L.P. or any Person a
successor in interest thereto."
(b) The definition of "Subsidiary" set forth in Section 1.1 of the
Credit Agreement is hereby amended by adding the following sentence to the end
thereof:
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"Notwithstanding anything in this Agreement or in the other Loan
Documents to the contrary, the Candle Making Joint Venture shall not be
a Subsidiary of the Borrower."
2. WAIVER. Subject to the satisfaction of the conditions of
effectiveness set forth in Section 4 hereof, the Lenders hereby (a) waive the
requirement of clause (iv) of Section 7.3(m) of the Credit Agreement with
respect to the Investment in the Candle Making Joint Venture and (b) agree that
the Investment in the Candle Making Joint Venture shall not be included in the
calculation of the Dollar limitations set forth in clause (viii) of Section
7.3(m) of the Credit Agreement. The waiver provided herein does not affect any
other covenants or provisions of the Credit Agreement.
3. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendment set forth in the
foregoing Section 1 and the waiver set forth in the foregoing Section 2:
(a) the representations and warranties contained in the Credit
Agreement (other than those representations and warranties that specifically
relate to an earlier date) are true and correct in all material respects on and
as of the date hereof as if made on and das of such date; and
(b) no event has occurred and is continuing which constitutes a Default
or an Event of Default.
4. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective
as of December 18, 1998, subject to the following:
(a) the representations and warranties set forth in Section 3 of this
First Amendment shall be true and correct;
(b) the Administrative Agent shall have received counterparts of this
First Amendment executed by Borrower and the Determining Lenders and
acknowledged by each Guarantor; and
(c) the Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall reasonably
require.
5. GUARANTOR, ACKNOWLEDGMENT. By signing below, each Guarantor (i)
acknowledges, consents and agrees to the execution by the Borrower of this First
Amendment, (ii) acknowledges and agrees that its obligations in respect of the
Subsidiary Guaranty are not released, diminished, waived, modified, impaired or
affected in any manner by this First Amendment or any of the provisions
contemplated herein, (iii) ratifies and confirms its obligations under the
Subsidiary Guaranty, and (iv) acknowledges and agrees that it has no claims or
setoffs against, or defenses or counterclaims to, the Subsidiary Guaranty.
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6. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness off this First Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Agreement, as affected and amended
by this First Amendment.
(b) The Credit Agreement, as amended by this First Amendment, and all
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
7. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the preparation, reproduction, execution and delivery of this
First Amendment and the other instruments and documents to be delivered
hereunder.
8. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each which when so executed and delivered shall be deemed to be an
original and all of which when taken together shall constitute but one and the
same instrument.
9. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be
governed by and construed in accordance with the laws of the State of Texas
(without regard to the principles of conflict of laws) and the United States of
America, and shall be binding upon the Borrower, the Administrative Agent, each
Lender and their respective successors and assigns.
10. HEADINGS. Section headings in this First Amendment are included
herein for convenience of reference only and shall not constitute a part of this
First Amendment for any other purpose.
(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as the date first above written.
HOME INTERIORS & GIFTS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
NATIONSBANK, N.A., as Administrative
Agent and as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
THE CHASE MANHATTAN BANK, as
Syndication Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
NATIONAL WESTMINSTER BANK,
PLC, as Documentation Agent and as a
Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, as Co-Agent
and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Vice President
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SOCIETE GENERALE, as Co-Agent and as
a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CITCORP USA, INC., as Co-Agent and as a
Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BANK ONE, TEXAS, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC. (formerly
known as Creditanstalt Corporate Finance,
Inc.)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Associate
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
▇▇▇▇▇▇ FINANCIAL, INC.
By: /s/ K. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: K. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
NATIONAL CITY BANK OF
KENTUCKY
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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BALANCED HIGH-YIELD FUND LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
KZH ING-2 LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Agent
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President &
Director
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Manager
By: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
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AG CAPITAL FUNDING PARTNERS, L.P.
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P., as
Investment Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
ALLIANCE CAPITAL MANAGEMENT, L.P.,
as Manager on behalf of Alliance
Capital Funding, L.L.C.
By: Alliance Capital Management
Corporation, General Partner of
Alliance Capital Management L.P.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: Savitri Alex
Title: Vice President
FIRST DOMINION FUNDING I
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: Andrew Harshak
Title: Authorized Signatory
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AGREED AND ACCEPTED:
DALLAS WOODCRAFT, INC., a Texas corporation
GIA, INC., a Nebraska corporation
HOMCO, INC., a Texas corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary
HOMCO PUERTO RICO, INC., a Delaware corporation
SPRING VALLEY SCENTS, INC., a Texas corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary
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