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EXHIBIT 10.2
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 WACHOVIA BANK, 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 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
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Revolving A Credit Outstandings and cancellation of the
Revolving A Credit Commitment pursuant to Section 2.3 hereof.
"Term Loan Maturity Date" means the earlier of (i)
June 4, 2000, or (ii) such earlier date of termination of the
Lender's obligations pursuant to Section 9.1 or the
acceleration of any Loans upon the occurrence of an Event of
Default.
(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:
Twelve Month Period Ending Date Minimum
------------------------------- 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.
10. Conditions Precedent. This Amendment shall become effective
only upon delivery to ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, at facsimile ▇▇▇-▇▇▇-▇▇▇▇, of: (i)
this Amendment, executed
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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 Bank of America 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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Title: Vice President, CFO
WACHOVIA BANK, N.A. (SEAL)
By: /s/ R.E.S. ▇▇▇▇▇
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Title: Vice President
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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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Title: Vice President
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