EXHIBIT 10.11
FOURTH AMENDMENT TO AMENDMENT AND RESTATEMENT OF
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT (this
"Amendment") dated effective as of April 30, 2000 (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, as amended by a
First Amendment to Amendment and Restatement of Credit Agreement dated as of
April 30, 1997, and as amended by a Second Amendment to Amendment and
Restatement of Credit Agreement dated as of April 30, 1998 and a Third Amendment
to Amendment and Restatement of Credit Agreement Dated as of April 30, 1999
("Credit Agreement"). The term "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
$10,000,000.00 (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 April 30, 2000 (together with any and all renewals, extensions,
modifications and replacements thereof and substitutions therefor, the
"Note"), which is given in renewal, modification and increase of that
certain promissory note dated April 30, 1999 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"). "Termination
Date" means the earlier of: (a) April 30, 2002; or (b) the date
specified by Bank pursuant to Section 6.1 of this Agreement."
Section 2. Exhibit A of the Credit Agreement is hereby amended by replacing
prior Exhibit A with the attached Exhibit A incorporated into this Amendment and
the Credit Agreement for all purposes.
Section 3. Exhibit B of the Credit Agreement is hereby amended by replacing
prior Exhibit B with the attached Exhibit B incorporated into this Amendment and
the Credit Agreement for all purposes.
Section 4. 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
Effective Date 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 Effective Date.
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Section 5. 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 6. 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 7. 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 8. This Amendment shall be included within the definition of "Loan
Documents" as used in the Agreement.
Section 9. 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 BANK AND 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: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Address: 0000 Xxxxxxxx, Xxxxxxx, Xxxxx
00000
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxx, Jr.
-------------------------------------------
Name: Xxxxxx Xxxxxx, Jr.
Title: Vice President
Address: 0000 Xxxxxxxxx, Xxxxxxx, Xxxxx
00000
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