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EXHIBIT 10.1
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this "Amendment")
is dated effective as of March 13, 2000, among CROWN CRAFTS, INC. (the
"Borrower") and BANK OF AMERICA, N.A. (the "Lender");
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender executed and delivered that
certain Revolving Credit Agreement, dated as of August 9, 1999, as amended by
Amendment No. 1 to Revolving Credit Agreement dated as of February 23, 2000 (as
so amended, the "Credit Agreement");
WHEREAS, the Borrower has requested and the Lender has agreed to
certain amendments to certain provisions in the Credit Agreement, subject to the
terms and conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower and the Lender hereby
covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein,
each term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.
2. Amendments to Credit Agreement.
(a) Each of the following definitions contained in Section 1.1 of
the Credit Agreement is amended and restated in its entirety in alphabetical
order as follows:
"Revolving A Credit Termination Date" means (i) June
4, 2000 or (ii) such earlier date of termination of Lender's
obligations pursuant to Section 9.1 upon the occurrence of an
Event of Default, or (iii) such date as the Borrower may
permanently terminate the Revolving A Credit Facility by
payment in full of all Revolving A Credit Outstandings and
cancellation of the Revolving A Credit Commitment pursuant to
Section 2.3 hereof.
"Revolving B Credit Termination Date" means (i) June
4, 2000 or (ii) such earlier date of termination of Lender's
obligations pursuant to Section 9.1 upon the occurrence of an
Event of Default, or (iii) such date as the Borrower may
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permanently terminate the Revolving B Credit Facility by
payment in full of all Revolving B Credit Outstandings and
cancellation of the Revolving B Credit Commitment pursuant to
Section 2.3 hereof.
(b) Section 8.1(a) is amended and restated in its entirety as
follows:
(a) Consolidated Net Worth. Permit Consolidated Net Worth
at any time to be less than (i) $75,000,000 from the Closing
Date through the end of the fiscal month of the Borrower
ending February 27, 2000; (ii) $70,000,000 from February 28,
2000 to the last day of the fiscal quarter of the Borrower
ending April 2, 2000 and (iii) as at the last day of each
succeeding fiscal quarter of the Borrower after the fiscal
quarter of the Borrower ending April 2, 2000 and until (but
excluding) the last day of the next following fiscal quarter
of the Borrower, the sum of (A) the amount of Consolidated Net
Worth required to be maintained pursuant to this Section
8.1(a) 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 Borrower 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% of the aggregate amount of all increases in the
stated capital and additional paid-in capital accounts of the
Borrower resulting from any Capital Markets Transactions.
(c) Section 8.1(b) is amended and restated in its entirety as
follows:
(b) Consolidated EBITDA. Permit Consolidated EBITDA as of
the end of any fiscal month for any Twelve Month Period ending on or
about the dates indicated below to be less than the amount set forth
below opposite such date:
Minimum
Twelve Month Period Ending Date Consolidated
EBITDA
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December 26, 1999 $14,500,000
January 30, 2000 $10,000,000
February 27, 2000 $ 8,500,000
April 2, 2000 $ 7,500,000
May 7, 2000 $ 8,000,000
June 4, 2000 $ 8,500,000
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3. Restatement of Representations and Warranties. The Borrower
hereby restates and renews each and every representation and warranty heretofore
made by it in the Credit Agreement (as amended and modified hereby) and the
other Loan Documents as fully as if made on the date hereof and with specific
reference to this Amendment and all other loan documents executed and/or
delivered in connection herewith.
4. Effect of Amendment. Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Loan Documents
shall be and remain in full force and effect, and shall constitute the legal,
valid, binding and enforceable obligations of the Borrower. The agreements
contained herein shall be deemed to have prospective application only, unless
otherwise specifically stated herein.
5. Ratification. The Borrower hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth in the Credit
Agreement and the other Loan Documents effective as of the date hereof and
agrees that this Amendment is one of the Loan Documents.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which may be delivered by facsimile and which (including counterparts delivered
by facsimile) 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.
7. Section References. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.
8. No Default or Claims. To induce the Lender to enter into this
Amendment and to continue to make advances pursuant to the Credit Agreement, the
Borrower 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 Borrower arising out of or with respect to any of the
Loans or other obligations of the Borrower owed to the Lenders under the Credit
Agreement, and (iii) the Bank has acted in good faith and has conducted its
relationships with the Borrower in a commercially reasonable manner in
connection with the negotiations, execution and delivery of this Amendment and
in all respects in connection with the Credit Agreement, the Borrower hereby
waiving and releasing any such claims to the contrary that may exist as of the
date of this Amendment.
9. Governing Law. This Amendment shall be governed by and
construed and interpreted in accordance with, the laws of the State of Georgia.
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10. Conditions Precedent.. This Amendment shall become effective
only upon delivery to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, at facsimile ▇▇▇-▇▇▇-▇▇▇▇, of: (i) this
Amendment, executed by each of the parties hereto; (ii) the Consent and
Reaffirmation of Guarantors at the end hereof, executed by each of the
Guarantors; (iii) the letter agreement of even date herewith by the Borrower and
each of the Secured Parties executed by all parties thereto; (iv) a copy of an
amendment, satisfactory to the Lender in all respects, to the Wachovia Credit
Agreement, extending maturities thereunder to June 4, 2000, and amending Section
8.1(a) and (b) thereof to be consistent with Section 8.1(a) and (b) hereof after
giving effect to this Amendment, executed by the parties thereto; and (v) a copy
of an amendment, satisfactory to the Lender in all respects, to the Prudential
Note Agreement, amending Section 6A(i) and (ii) thereof to be consistent with
Section 8.1(a) and (b) hereof after giving effect to this Amendment, executed by
the parties thereto.
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IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment to be duly executed, under seal, by their duly authorized officers as
of the day and year first above written.
CROWN CRAFTS, INC. (SEAL)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President, CFO
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BANK OF AMERICA, N.A. (SEAL)
By: /s/ ▇▇▇▇ ▇. Register
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Name: ▇▇▇▇ ▇. Register
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Title: Principal
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CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing
Amendment No. 2 to Revolving Credit 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.
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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