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EXHIBIT 10.17
[CHASE LOGO]
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated
effective as of April 2, 1999 (the "Effective Date"), is among CRAFTMADE
INTERNATIONAL, INC., a Delaware corporation, DUROCRAFT INTERNATIONAL, INC., a
Texas corporation, TRADE SOURCE INTERNATIONAL, INC., a Delaware corporation
(jointly and severally, the "Borrower"), C/D/R INCORPORATED, a Delaware
corporation ("C/D/R"), CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as agent (the
"Agent"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION and FROST NATIONAL BANK
(collectively, the "Lenders").
PRELIMINARY STATEMENT
The Agent, the Lenders and the Borrower are parties to a Credit Agreement
dated as of May 30, 1996 as amended by a First Amendment dated as of October 8,
1996, a Second Amendment dated as of November 1, 1997, and a Third Amendment
dated as of July 1, 1998 (as so amended, the "Credit Agreement"). All
capitalized terms defined in the Credit Agreement and not otherwise defined in
this Amendment shall have the same meanings herein as in the Credit Agreement.
The Agent, the Lenders and the Borrower have agreed to amend the Credit
Agreement to modify the terms and conditions upon which Craftmade International,
Inc. may repurchase shares of its common stock, and also modify a financial
covenant.
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, the Agent, the Lenders and the Borrower hereby agree as follows:
Section 1. Amendment of Definition. The definition of "Funded Debt to
EBITDA Ratio" in Section 1 of the Credit Agreement is amended to read in its
entirety as follows:
""Funded Debt to EBITDA Ratio" means, at any particular time, the ratio of
(a) Funded Debt (including Senior Bank Debt and Capital Lease Obligations,
but excluding Mortgage Debt) to (b) EBITDA less treasury stock purchases."
Section 2. Amendment of Section 8.4. The last proviso of Section 8.4 of the
Credit Agreement is hereby amended to read in its entirety as follows:
"provided, however, that Borrower may purchase treasury stock so long as
(a) the amounts spent for such purchases, in any fiscal year, do not exceed
$3,000,000 and (b) Borrower remains in compliance with the Consolidated
Debt to Consolidated Tangible Net Worth Ratio as evidenced by a Treasury
Stock Purchase Compliance Certificate, substantially in the form of EXHIBIT
F-1 attached hereto, submitted to the Agent showing the effect of any
potential treasury stock purchases contemplated by Borrower during a thirty
(30) day period
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commencing on the earlier of (i) the date such Treasury Stock Purchase
Compliance Certificate is sent to the Agent or (ii) the date of the initial
treasury stock purchase covered by such certificate."
Section 3. Amendment of Exhibits. Exhibits F and F-1 to the Credit
Agreement are hereby amended in their entireties to be in the form of Exhibits F
and F-1, respectively, to this Amendment.
Section 4. Representations; No Event of Default. Borrower hereby represents
and warrants to the Agent and the Lenders that:
- the execution, delivery and performance of this Amendment and any and all
other Loan Documents executed and delivered in connection with this
Amendment have been authorized by all requisite corporate action on the
part of Borrower and Guarantor and will not violate the certificate of
incorporation or articles of incorporation (or other charter documents), as
applicable, or bylaws of any of Borrower and Guarantor; and
- neither the certificate of incorporation or articles of incorporation (or
other charter documents), as applicable, nor bylaws of any of Borrower and
Guarantor have been amended or revoked since May 30, 1996, except as
certified in writing to the Agent and the Lenders by Borrower or Guarantor
contemporaneously with the execution and delivery of this Amendment; and
- the representations and warranties contained in the Credit Agreement, as
amended hereby, and any other Loan Document, are true and correct on and as
of the date hereof as though made on and as of the date hereof; and
- as of the date of this Amendment, no Event of Default has occurred and is
continuing and no event or condition has occurred that with the giving of
notice or lapse of time or both would be an Event of Default; and
- each of Borrower and Guarantor is in full compliance with all covenants and
agreements contained in the Credit Agreement, as amended hereby.
Section 5. Conditions Precedent. The effectiveness of this Amendment shall
be subject to the following conditions precedent:
- Lenders shall have received a Secretary's Certificate from the secretary or
assistant secretary of Borrower and Guarantor certifying and attaching
appropriate corporate resolutions regarding the transactions contemplated
hereby, and statements of incumbency; and
- Lenders shall have received such other documents incidental and appropriate
to the transactions provided for herein as Lenders or their counsel may
reasonably request, and all such documents shall be in form and substance
reasonably satisfactory to Lenders; and
- All legal matters incident to the consummation of the transactions
contemplated hereby shall be reasonably satisfactory to special counsel for
Lenders retained at the expense of Borrower.
FOURTH AMENDMENT TO CREDIT AGREEMENT - Page 2
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Section 6. Guaranty. C/D/R hereby acknowledges, consents and agrees to this
Amendment and (a) acknowledges that its obligations under that certain Guaranty
Agreement executed by it effective as of May 30, 1996, in favor of the Agent and
the Lenders, includes a guaranty of all of the obligations, indebtedness and
liabilities of the Borrower under the Credit Agreement as amended by this
Amendment, (b) represents to the Agent and the Lenders that such Guaranty
remains in full force and effect and shall continue to be its legal, valid and
binding obligation, enforceable against it in accordance with its terms, and (c)
agrees that this Amendment and all documents executed in connection herewith do
not operate, and that the prior amendments to the Credit Agreement and all
documents executed in connection therewith have not operated, to reduce or
discharge its obligations under such Guaranty.
Section 7. Ratification. Borrower acknowledges that each of the Loan
Documents is in all respects ratified and confirmed, and all of the rights,
powers and privileges created by this Amendment or under the Loan Documents are
ratified, extended, carried forward and remain in full force and effect except
as the Credit Agreement is amended by this Amendment. Except as expressly
amended by this Amendment, the Credit Agreement is and shall be unchanged.
Section 8. Liens and Security Interests. Borrower hereby extends and renews
the Liens and security interests previously granted to the Agent and the Lenders
and agrees that this Amendment shall in no manner affect or impair any Liens or
security interests previously granted. Borrower hereby acknowledges that such
Liens and security interests are valid and existing.
Section 9. Counterparts. 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 10. Joint and Several; Loan Documents. Any and all obligations of
Borrower under the Loan Documents are joint and several, whether or not
expressly so stated. This Amendment shall be included within the definition of
"Loan Documents" as used in the Agreement. The "Agreement" as used in the Credit
Agreement is a reference to the Credit Agreement as amended by this Amendment.
Section 11. Enforceability. Borrower and Guarantor hereby represent and
warrant that, as of the date of this Amendment, the Credit Agreement and all
documents and instruments executed in connection therewith are in full force and
effect and that there are no claims, counterclaims, offsets or defenses to any
of such documents or instruments.
Section 12. Governing Law. 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 REPRESENT THE FINAL
FOURTH AMENDMENT TO CREDIT AGREEMENT - Page 3
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AGREEMENT AMONG 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 AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the Effective Date.
BORROWER: CRAFTMADE INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Chief Executive Officer
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DUROCRAFT INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Chief Executive Officer
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TRADE SOURCE INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Chief Executive Officer
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GUARANTOR: C/D/R INCORPORATED
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
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Title: President
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LENDERS: CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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FROST NATIONAL BANK
By: /s/ D. Xxxxxxx Xxxxxxx
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Name: D. Xxxxxxx Xxxxxxx
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Title: Senior Vice President
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FOURTH AMENDMENT TO CREDIT AGREEMENT - Page 5
