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EXHIBIT 10.1
AMENDMENT NUMBER TWO TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment Number Two to Amended and Restated Loan and
Security Agreement ("Amendment") is entered into as of January 31, 2000, by and
between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and
CELEBRITY, INC., a Texas corporation, THE ▇▇▇▇▇▇ CORPORATION, a California
corporation, INDIA EXOTICS, INC., a Texas corporation, VALUE FLORIST SUPPLIES,
INC., a Texas corporation and STAR WHOLESALE FLORIST, INC., a Texas corporation
(collectively "Borrowers"), in light of the following:
FACT ONE: Borrowers and Foothill have previously entered into
that certain Amended and Restated Loan and Security Agreement, dated as of July
15, 1999 (as amended, the "Agreement").
FACT TWO: Borrowers and Foothill desire to amend the Agreement
as provided for and on the conditions herein.
NOW, THEREFORE, Borrowers and Foothill hereby amend and
supplement the Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in this
Amendment shall have the meanings given to them in the Agreement unless
specifically defined herein.
2. AMENDMENTS.
(a) The definition of "Bridge Period" in Section 1.1 is
hereby amended to read as follows:
"Bridge Period" means the period beginning on October 28, 1999 through
and including June 15, 2000."
(b) The definition of "Bridge Limit" in Section 1.1 is
hereby amended to read as follows:
"Bridge Limit" means $1,500,000 from October 28, 1999 through February
14, 2000; $1,200,000 from February 15, 2000 through March 14, 2000;
$900,000 from March 15 through April 14, 2000; $600,000 from April 15,
2000 through May 14, 2000; $300,000 from May 15, 2000 through June 14,
2000; and $0 on June 15, 2000 and thereafter."
(c) Notwithstanding Sections 7.1 and 7.8 of the Agreement
to the contrary Borrowers shall be permitted to borrow and repay, from time to
time on an
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unsecured basis, up to an aggregate amount of $1,000,000 outstanding at any one
time from RHP Management, LLC, a Texas limited liability company.
3. REPRESENTATIONS AND WARRANTIES. Borrowers hereby affirm to
Foothill that all of Borrowers' representations and warranties set forth in the
Agreement are true, complete and accurate in all respects as of the date hereof.
4. NO DEFAULTS. Borrowers hereby affirm to Foothill that no
Event of Default has occurred and is continuing as of the date hereof.
5. CONDITION PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the following:
(a) Payment by Borrowers to Foothill of an amendment fee
in the aggregate amount of $15,000, such fee to be charged to Borrowers' loan
account pursuant to Section 2.6(e) of the Agreement; and
(b) Receipt by Foothill of an executed copy of this
Amendment.
6. COSTS AND EXPENSES. Borrowers shall pay to Foothill all of
Foothill's out-of-pocket costs and expenses (including, without limitation, the
fees and expenses of its counsel, which counsel may include any local counsel
deemed necessary, search fees, filing and recording fees, documentation fees,
appraisal fees, travel expenses, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.
7. LIMITED EFFECT. In the event of a conflict between the
terms and provisions of this Amendment and the terms and provisions of the
Agreement, the terms and provisions of this Amendment shall govern. In all other
respects, the Agreement, as amended and supplemented hereby, shall remain in
full force and effect.
8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed
in any number of counterparts and by different parties on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original.
All such counterparts, taken together, shall constitute but one and the same
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Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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CELEBRITY, INC.,
a Texas corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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THE ▇▇▇▇▇▇ CORPORATION,
a California corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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INDIA EXOTICS, INC.,
a Texas corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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VALUE FLORIST, INC.,
a Texas corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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STAR WHOLESALE FLORIST, INC.,
a Texas corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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REAFFIRMATION OF GUARANTY
Each of the undersigned has executed a Continuing Guaranty (the
"Guaranty") in favor of Foothill Capital Corporation, a California corporation
("Foothill") respecting the obligations of Celebrity, Inc., a Texas corporation
("Celebrity"), The ▇▇▇▇▇▇ Corporation, a California corporation ("▇▇▇▇▇▇"), Star
Wholesale Florist, Inc. a Texas corporation ("Star"), Value Florist Supplies,
Inc., a Texas corporation ("Value"), and India Exotics, Inc., a Texas
corporation ("India") (Celebrity, ▇▇▇▇▇▇, Star, Value and India are each a
"Borrower" and collectively the "Borrowers") owing to Foothill. Each of the
undersigned acknowledges the terms of Amendment Number Two to Amended and
Restated Loan and Security Agreement, dated as of January 31, 2000, and
reaffirms and agrees that (a) its Guaranty remains in full force and effect, (b)
nothing in such Guaranty obligates Foothill to notify either of the undersigned
of any changes in the financial accommodations made available to Borrowers or to
seek reaffirmations of the Guaranty, and (c) no requirement to so notify either
of the undersigned or to seek reaffirmations in the future shall be implied by
the execution of the reaffirmation.
Dated: January 31, 2000
MAGICSILK, INC.,
a Texas corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
RHP MANAGEMENT, LLC,
a Texas limited liability company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
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