Texas | 000-24381 | 75-1386375 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3601 Plains Blvd. Amarillo, Texas |
79102 |
|
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
Item 9.01. | Financial Statements and Exhibits |
10.1 | First Amendment to Amended and Restated Loan and Security Agreement, dated as of July 21,
2011, by and between Hastings Entertainment, Inc. and Bank of America, N.A., acting in its
capacity as agent for various lenders identified therein. |
Date: July 21, 2011 | Hastings Entertainment, Inc. (Registrant) |
|||
By: | /s/ Dan Crow | |||
Dan Crow | ||||
Vice President,
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit No. | Description | |||
10.1 | First Amendment to Amended and Restated Loan and Security
Agreement, dated as of July 21, 2011, by and between Hastings
Entertainment, Inc. and Bank of America, N.A., acting in its
capacity as agent for various lenders identified therein. |
1. | Definitions. All capitalized terms used herein and not otherwise defined shall have the same
meaning herein as in the Loan Agreement. |
2. | Amendments to Article 1. The provisions of Article 1 of the Loan Agreement are hereby
amended as follows: |
a. | By deleting the definition of Base Margin in its entirety and
inserting the following in its stead: |
Level | Average Availability | Base Margin | ||||
I |
Greater than $55,000,000 | 1.00 | % | |||
II |
Greater than $25,000,000 but less than or equal to $55,000,000 |
1.25 | % | |||
III |
Less than or equal to $25,000,000 | 1.50 | % |
b. | By deleting the definition of Borrowing Base in its entirety and
inserting the following text in its stead: |
c. | By deleting the definition of Libor Margin in its entirety and
inserting the following text in its stead: |
Level | Average Availability | Libor Margin | |||
I |
Greater than $55,000,000 | 2.00 | % | ||
II |
Greater than $25,000,000 but less than or equal to $55,000,000 |
2.25 | % | ||
III |
Less than or equal to $25,000,000 | 2.50 | % |
d. | By deleting the definition of Revolving Credit Ceiling in its
entirety and inserting the following text in its stead: |
||
Revolving Credit Ceiling: $115,000,000.00. |
3. | Amendments to
Article 4: The provisions of Article 4 of the Loan
Agreement are hereby amended by deleting
Section 4-19(a) thereof in its entirety
and inserting the following text in its
stead: |
4. | Amendment to Article 5: The provisions of Article 5 of the Loan Agreement are hereby
amended by deleting Section 5-11 thereof in its entirety and inserting the following
text in its stead: |
5. | Amendment to
Exhibits: Exhibit 2-22 of the Loan Agreement, Revolving
Credit Lenders Commitments, is hereby deleted in its entirety and
replaced with the attached Exhibit 2-22. |
|
6. | First Amendment
Fee: In consideration of the Revolving Credit Lenders
willingness to enter into this First Amendment, the Revolving Credit
Lenders shall have fully earned and the Borrower shall pay to the
Revolving Credit Lenders the sum of $67,500.00 (the First Amendment
Fee) Such fee shall be (a) fully earned by the Revolving Credit
Lenders and paid by the Borrower to the Agent for the account of the
Revolving Credit Lenders (including the Agent) in full on the date
hereof, and (b) shall not be subject to refund or rebate under any
circumstances. |
|
7. | Conditions to Effectiveness: Conditions to Effectiveness: This
First Amendment shall not be
effective until each of the
following conditions precedent has
been fulfilled to the satisfaction
of the Agent: |
a. | This First Amendment and all documents, instruments, and agreements required
by the Agent in connection herewith, shall have been duly executed and delivered by
the parties hereto, and shall be in full force and effect and shall be in form and
substance satisfactory to the Agent. |
b. | All action on the part of the Borrower and: Guarantor necessary for the valid
execution, delivery and performance by the Borrower and, to the extent applicable,
Guarantor, of this first Amendment and all other documentation, instruments, and
agreements to be executed in connection herewith shall have been duly and effectively
taken and evidence thereof satisfactory to the Agent stall have been provided to the
Agent. |
c. | The First Amendment Fee, together with all costs and expenses incurred by the
Agent in connection with the preparation and negotiation of this First Amendment and
related documents (including the reasonable fees and expenses of counsel to the
Agent), shall have been paid in full. |
d. | After giving effect to this First Amendment the Borrower will not be
InDefault, nor will an Event of Default exist or be then occurring. |
8. | Representations and Warranties: Except as provided herein, all terms and conditions of the
Loan Agreement and the other Loan Documents remain in full force and effect Except as
specifically amended hereby, the Borrower and, to the extent applicable, the Guarantor hereby
ratify, confirm, and reaffirm all of the representations, warranties and covenants contained
in the Loan Agreement and each other Loan Document (except to the extent that such
representations, warranties and covenants have been modified pursuant to this First
Amendment). The Borrower and Guarantor each hereby represent and warrant to the Agent and each
Revolving Credit Lender that as of the date of this First Amendment, after giving effect to
the terms hereof, the Borrower is not InDefault, nor does an Event of Default exist, or solely
with the passage of time or notice, would exist under the Loan Documents. |
|
9. | Miscellaneous. |
a. | This First Amendment may be executed in several counterparts and by each
party on a separate counterpart, each of which when so executed and delivered, shall
be an original, and all of which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page
hereto by telecopy or electronic mail shall be as effective as delivery of a
manually executed counterpart hereof. |
b. | The First Amendment is a Loan Document under the terms of the Loan Agreement.
This First Amendment expresses the entire understanding of the parties with respect to
the matters set forth herein and supersedes all prior discussions or negotiations
hereon. Any determination that any provision of this First Amendment or any
application hereof is invalid, illegal or unenforceable in any respect and in any
instance shall not affect the validity, legality, or enforceability of such provision
in any other instance, or the validity, legality or enforceability of any other
provisions of this First Amendment. |
BANK OF AMERICA, N.A., as Agent and Revolving Credit Lender | ||||||
By: | /s/ Andrew Cerussi
|
|||||
Title: Director | ||||||
HASTINGS ENTERTAINMENT, INC., as Borrower | ||||||
By: | /s/ Dan Crow
|
|||||
Title: CFO |
By:
|
/s/ Dan Crow
|
|||
Title: CFO |
Revolving Credit Dollar | Revolving Credit Percentage | |||||||
Revolving Credit Lender: | Commitment: | Commitment: | ||||||
Bank of America, N.A. |
$ | 115,000,000 | 100 | % | ||||
All Lenders |
$ | 115,000,000 | 100 | % |