Exhibit 10.17
JOINDER AGREEMENT AND
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
among
FLEET RETAIL FINANCE INC., AS
ADMINISTRATIVE AGENT AND COLLATERAL AGENT
DUCKWALL-ALCO STORES, INC.
THE LEAD BORROWER FOR THE
BORROWERS REFERENCED HEREIN
AND
DA GOOD BUYS, INC.
JOINDER AGREEMENT AND FIRST AMENDMENT TO LOAN AGREEMENT, dated as of September
9, 2002 (the "Agreement") by among Fleet Retail Finance Inc. as "Administrative
Agent"; Fleet Retail Finance Inc. as "Collateral Agent", in each case for the
benefit of the "Lenders" (as defined in the Loan Agreement referenced below);
Wells-Fargo Retail Finance LLC as "Documentation Agent", the Lenders,
Duckwall-Alco Stores, Inc. ("Lead Borrower" and a "Borrower"); SPD Truck Line,
Inc. and Duckwall-Alco, LP (collectively with Duckwall-Alco Stores, Inc., the
"Borrowers" or the "Borrower") and DA Good Buys, Inc., a Kansas Corporation
("Good Buys"), all of which Borrowers and Good Buys have their principal
executive offices and places of business at 401 Cottage Avenue, Abilene, Kansas
67410-2832.
RECITALS
The Administrative Agent, Collateral Agent, Documentation Agent, Lenders and the
Borrowers have entered into a Loan and Security Agreement dated as of April 15,
2002 as such Loan Agreement may be amended, modified or supplemented from time
to time and (collectively with all ancillary certificates, exhibits and
documents, the "Loan Agreement") under which the Lenders make loans to the
Borrowers secured by a lien on their Inventory and other Collateral.
(Capitalized terms used herein and not defined herein shall have the same
meaning as in the Loan Agreement.)
The Lead Borrower has formed Good Buys as
its wholly owned subsidiary in order to sell sample goods and other surplus
inventory over the internet.
The Lead Borrower has requested that the Agents
and the Lenders consent to the formation of Good Buys, to the extent required
under the Loan Agreement, and permit Good Buys to be joined as a Borrower under
the Loan Agreement.
The Lender is willing to do so provided that it receives a
perfected, first lien security interest on all of Goodbuy's Inventory and other
assets which constitute Collateral.
SECTION 1.
JOINDER.
(A)
BY THEIR EXECUTION BELOW, EACH OF THE BORROWERS, THE AGENTS AND
THE LENDERS HEREBY AGREE TO THE JOINDER OF GOOD BUYS AS A BORROWER UNDER THE
LOAN AGREEMENT AND GOOD BUYS HEREBY AGREES TO BECOME A BORROWER THEREUNDER AND
TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT EFFECTIVE AS
OF THE DATE HEREOF.
(B)
GOOD BUYS HEREBY EXPRESSLY AGREES THAT IT SHALL BE LIABLE,
JOINTLY AND SEVERALLY, WITH EACH OF THE OTHER BORROWERS AS A BORROWER UNDER THE
LOAN AGREEMENT FOR ALL LIABILITIES DUE TO THE LENDERS, AGENTS OR THEIR
AFFILIATES UNDER THE LOAN AGREEMENT AND OTHER LOAN DOCUMENTS EXECUTED IN
CONNECTION WITH THE LOAN AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL
LIABILITIES OUTSTANDING AS OF THE DATE HEREOF OR HEREAFTER ARISING OF ANY OF THE
OTHER BORROWERS TO THE LENDER OR AGENTS THEREUNDER.
(C)
EACH OF THE BORROWERS (INCLUDING, BUT NOT LIMITED TO, GOOD
BUYS) HEREBY EXPRESSLY AGREES THAT IT WILL BE LIABLE, JOINTLY AND