EXHIBIT 10.15
SECOND AMENDMENT TO AMENDMENT AND RESTATEMENT OF
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT (this
"Amendment") dated effective as of April 30, 1998 (the "Effective Date"), is by
and between HANDY HARDWARE WHOLESALE, INC. ("Borrower"), and CHASE BANK OF
TEXAS, NATIONAL ASSOCIATION, formerly known as Texas Commerce Bank National
Association, a national banking association, whose principal office is located
in Houston, Texas ("Bank").
PRELIMINARY STATEMENT. Bank and Borrower have entered into an Amendment and
Restatement of Credit Agreement dated as of April 30, 1996 ("Credit Agreement")
as amended by a First Amendment to Amendment and Restatement of Credit Agreement
dated as of April 30, 1997. The "Agreement", as used in the Credit Agreement,
shall also refer to the Credit Agreement as amended by this Amendment. All
capitalized terms defined in the Credit Agreement and not otherwise defined
herein shall have the same meanings herein as in the Credit Agreement. Bank and
Borrower have agreed to amend the Credit Agreement to the extent set forth
herein, and in order to, among other things, renew, modify and extend the
Commitment.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, Bank and Borrower hereby agree as follows:
Section 1. Revolving Credit Note. Section 1.1 of the Credit Agreement is amended
by substituting the following for the Section 1.1 of the Credit Agreement:
" Subject to the terms and conditions hereof, Bank agrees to make loans
("Loan" or "Loans") to Borrower from time to time before the Termination
Date, not to exceed at any one time outstanding $7,500,000.00 (the
"Commitment?). Borrower has the right to borrow, repay and reborrow. Each
Loan must be at least the minimum amount required in the Note or the
balance of the Commitment, whichever is less and each repayment must be at
least the amount required in the Note or the principal balance of the Note,
whichever is less. The Loans may only be used for capital expenditures and
working capital. Chapter 346 of the Texas Finance Code will not apply to
this Agreement, the Note or any Loan. The Loans will be evidenced by, and
will bear interest and be payable as provided in, the promissory note of
Borrower dated the Effective Date (together with any and all renewals,
extensions, modifications and replacements thereof and substitutions
therefor, the "Note"), which is given in renewal, modification and
extension of that certain promissory note dated April 30, 1997 in the
original principal amount of $7,500,000.00 (including all prior notes of
which said note represents a renewal, extension, modification, increase,
substitution, rearrangement or replacement thereof, the "Renewed Note").
The parties hereto agree that there is as of the Effective Date an
outstanding principal balance of $0.00 under the Note leaving a balance as
of the Effective Date of $7,500,000.00 under the Commitment available for
Loans subject to the terms and conditions of this Agreement. The "Note" as
used in the Credit Agreement shall also refer to the "Note" as used in this
Amendment. "Termination Date" means the earlier of: (a) April 30, 2000; or
(b) the date specified by Bank pursuant to Section 6.1 hereof."
Section 2. Exhibit B of the Credit Agreement is hereby amended by replacing
prior Exhibit B with the Exhibit B attached hereto and hereby incorporated into
this Amendment and the Credit Agreement for all purposes.
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Section 3. Borrower hereby represents and warrants to the Bank that after giving
effect to the execution and delivery of this Amendment: (a) the representations
and warranties set forth in the Credit Agreement are true and correct on the
date hereof as though made on and as of such date; and (b) to the best of the
undersigned's knowledge after reasonable investigation performed in good faith,
no default or Event of Default has occurred under the Agreement and is
continuing as of the date hereof.
Section 4. This Amendment shall become effective as of the Effective Date upon
its execution and delivery by each of the parties named in the signature lines
below.
Section 5. Borrower further acknowledges that each of the other Loan Documents
is in all other respects ratified and confirmed, and all of the rights, powers
and privileges created thereby or thereunder are ratified, extended, carried
forward and remain in full force and effect except as the Credit Agreement is
amended by this Amendment.
Section 6. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed an original and all of which taken together shall
constitute but one and the same agreement.
Section 7. This Amendment shall be included within the definition of "Loan
Documents" as used in the Agreement.
Section 8. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS AND AS APPLICABLE, THE LAWS OF THE UNITED STATES
OF AMERICA.
THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE A "LOAN
AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE,
AND REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the Effective Date.
BORROWER: HANDY HARDWARE WHOLESALE, INC.
By:
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Name:
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Title:
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Address: 0000 Xxxxxxxx, Xxxxxxx, Xxxxx 00000
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By:
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Name:
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Title:
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Address:
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