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AMENDMENT OF 1995 NOTE AGREEMENT
This Amendment, entered into as of March 13, 2000, by and between CROWN
CRAFTS, INC. (the "COMPANY") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
("NOTEHOLDER").
WHEREAS, the parties hereto have executed and delivered that certain
Note Purchase and Private Shelf Facility dated as of October 12, 1995 (as
previously amended and as it may be further amended, modified or supplemented,
the "NOTE AGREEMENT");
WHEREAS, the Company has requested a modification of certain covenants
under the Note Agreement;
WHEREAS, Noteholder is willing to enter into this Amendment subject to
the satisfaction of conditions and terms set forth herein;
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Note Agreement; and
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO PARAGRAPH 6A OF THE NOTE AGREEMENT.
1A. Paragraph 6A(i) shall be amended in its entirety to read as
follows
(a) CONSOLIDATED NET WORTH. Permit Consolidated Net Worth
at any time to be less than (i) $75,000,000 from the Effective Date
through the end of the fiscal month of the Company ending February 27,
2000; (ii) $70,000,000 from February 28, 2000 to the last day of the
fiscal quarter of the Company ending April 2, 2000 and (iii) as at the
last day of each succeeding fiscal quarter of the Company after the
fiscal quarter of the Company ending April 2, 2000 and until (but
excluding) the last day of the next following fiscal quarter of the
Company, the sum of (A) the amount of Consolidated Net Worth required
to be maintained pursuant to this paragraph 6A(i) as at the end of the
immediately preceding fiscal quarter, plus (b) 75% of Consolidated Net
Income (with no reduction for net losses during any period) for the
fiscal quarter of the Company ending on such day (including within
"Consolidated Net Income" certain items otherwise excluded, as provided
for in the definition of "Consolidated Net Income"), plus (C) 100%
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of the aggregate amount of all increases in the stated capital and
additional paid in capital accounts of the Company resulting from any
Capital Markets Transactions.
1B. Paragraph 6A(ii) shall be amended by inserting the following in
the appropriate order:
Minimum
Twelve Month Period Ending Date Consolidated EBITDA
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May 7, 2000 $8,000,000
June 4, 2000 $8,500,000
2. Conditions of Effectiveness. This Amendment shall become
effective when, and only when:
(a) the Noteholder shall have received executed originals of this
Amendment and all of the following documents, each (unless otherwise indicated)
being dated the date hereof, in form and substance satisfactory to the
Noteholder:
(i) Copies of (A) all documents evidencing all requisite
corporate action of the Company (including any and all resolutions of
the Board of Directors of the Company) authorizing the execution,
delivery and performance of this Amendment and the matters
contemplated hereby and thereby, and (B) all documents evidencing all
governmental approvals, if any, with respect to this Amendment and the
matters contemplated hereby and thereby:
(ii) A certificate of the Secretary or an Assistant Secretary
of the Company certifying the names and true signatures of the
officers authorized to sign this Amendment on behalf of the Company
and any other documents to be delivered by the Company hereunder;
(iii) the Consent and Reaffirmation of the Facility
Guarantors attached hereto as Exhibit A by each of the Guarantors;
(iv) A duly executed Amendment No. 2, satisfactory to the
Required Holders in all respects, to the Wachovia Bank Credit
Agreement;
(v) A duly executed Amendment No. 2, satisfactory to the
Required Holders in all respects, to the Bank of America Credit
Agreement;
(vi) A letter agreement duly executed by all the parties
thereto, substantially in the form attached hereto as Exhibit B;
(vii) Such other documents, instruments, approvals or opinions
as the Purchasers may reasonably request; and
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(b) The representations and warranties contained herein shall be true
on and as of the date hereof, there shall exist on the date hereof, no Event of
Default or Default; there shall exist no material adverse change in the
financial condition, business operation or prospects of the Company or its
Subsidiaries since March 28, 1999 other than as reported by the Company in its
quarterly reports on Form 10-Q filed with the Securities and Exchange
Commission for quarterly periods subsequent to March 28, 1999; and the Company
shall have delivered to the Purchasers an Officer's Certificate to such effect;
and
(c) The Company shall have paid all costs and expenses (including
legal fees) incurred by any Purchaser.
3. Representations and Warranties.
(a) The Company hereby repeats and confirms each of the
representations and warranties made by it in the Note Agreement, as amended
hereby, as though made on and as of the date hereof, with each reference
therein to "this Agreement", "hereof", "hereunder", "thereof", "thereunder" and
words of like import being deemed to be a reference to the Note Agreement as
amended hereby.
(b) The Company further represents and warrants as follows:
(i) The execution, delivery and performance by the Company
of this Amendment is within its corporate powers, have been duly
authorized by all necessary corporate action and do not contravene (A)
its charter or by-laws, (B) law or (C) any legal or contractual
restriction binding on or affecting the Company; and such execution,
delivery and performance do not or will not result in or require the
creation of any Lien upon or with respect to any of its properties.
(ii) No governmental approval is required for the due
execution, delivery and performance by the Company of this Amendment,
except for such governmental approvals as have been duly obtained or
made and which are in full force and effect on the date hereof and not
subject to appeal.
(iii) This Amendment constitutes the legal, valid and
binding obligations of the Company enforceable against the Company in
accordance with its terms.
(iv) There are no pending or threatened actions, suits or
proceedings affecting the Company or any of its Subsidiaries or the
properties of the Company or any of its Subsidiaries before any court,
governmental agency or arbitrator, that ▇▇▇, if adversely determined,
materially adversely affect the financial condition, properties,
business, operations or prospects of the Company and its Subsidiaries,
considered as a whole, or affect the legality, validity or
enforceability of the Note Agreement as amended by this Amendment.
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(v) No material adverse change in the financial condition,
business operation or prospects of the Company or its Subsidiaries has
occurred since March 28, 1999.
(vi) No Event of Default or Default has occurred and in
continuing.
4. Miscellaneous.
4A. Reference to and Effect on the Note Agreement.
(a) Upon the effectiveness of this Amendment, on and after the
date hereof each reference in the Note Agreement to "this Agreement",
"hereunder", "hereof" or words of like import referring to the Note
Agreement, and each reference in any other document to "the Note
Agreement", "thereunder", "thereof" or words of like import referring
to the Note Agreement, shall mean and be a reference to the Note
Agreement, as amended hereby.
(b) Except as specifically amended above, the Note Agreement
and the Notes, and all other related documents, are and shall continue
to be in full force and effect and are hereby in all respects ratified
and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any holder of a Note under the
Note Agreement or the Notes, nor constitute a waiver of any provision
of any of the foregoing.
4B. Costs and Expenses. The Company agrees to pay on demand
all costs and expenses incurred by any holder of a Note in connection
with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel. The Company further agrees to pay on demand all
costs and expenses, if any (including, without limitation, reasonable
counsel fees and expenses of counsel), incurred by any holder of a Note
in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Amendment, including, without
limitation, counsel fees and expenses in connection with the
enforcement of rights under this paragraph 4B.
4C. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
4D. Governing Law. This Amendment shall be governed by, and
construed in accordance with the laws of the State of New York.
4E. No Default or Claims. To induce the Noteholder to enter
into this Amendment, the Company hereby acknowledges and agrees that,
as of the date hereof, and after giving effect to the terms hereof, (i)
no Default or Event of Default exists, (ii) no right of offset,
recoupment, defense, counterclaim, claim or objection exists in favor
of the Company arising out of or with
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respect to any of the Notes or other obligations of the Company owed to any
holder of a Note, and (iii) the Noteholder has acted in good faith and has
conducted its relationships with the Company in a commercially reasonable
manner in connection with the negotiations, execution and delivery of this
Amendment and in all respects in connection with the Note Agreement, the
Company hereby waiving and releasing any such claims to the contrary that may
exist as of the date of this Amendment.
[Signatures on Next Page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CROWN CRAFTS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President, CFO
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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CONSENT AND REAFFIRMATION OF FACILITY GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing
Amendment of 1995 Note Agreement (the "Amendment"), (ii) consents to the
execution and delivery of the Amendment by the parties thereto, and (iii)
reaffirms all of its obligations and covenants under that certain Subsidiary
Guaranty Agreement dated as of August 9, 1999, and agrees that none of such
obligations and covenants shall be affected by the execution and delivery of the
Amendment. This Consent and Reaffirmation may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.
FACILITY GUARANTORS:
▇▇▇▇▇▇▇▇▇ WEAVERS, INC.
CROWN CRAFTS DESIGNER, INC.
CROWN CRAFTS FURNISHINGS, INC.
CROWN CRAFTS FURNISHINGS OF
ILLINOIS, INC.
G.W. STORES, INC.
HAMCO, INC.
CROWN CRAFTS INFANT PRODUCTS, INC.
(as successor to ▇▇▇▇ ▇▇▇▇▇▇, Inc. and
The Red Calliope and Associates, Inc.)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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