Exhibit 10.3
JOINDER AND SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This Joinder and Second Amendment to Amended and Restated Loan and Security
Agreement (the "Amendment") is made as of the 10th day of April, 2017, by and
among:
WEST MARINE PRODUCTS, INC., a California corporation ("West Marine Products"),
and each Person identified on the signature pages hereof as a "Borrower" (such
Persons, together with West Marine Products, are referred to hereinafter each
individually as, a "Borrower" and, collectively, as the "Borrowers"),
West Marine, Inc., a Delaware corporation (the "Existing Guarantor"),
WEST MARINE INSURANCE, INC., a Vermont corporation (the "New Guarantor",
together with the Borrowers and the Existing Guarantor, collectively, the "Loan
Parties"),
the LENDERS party hereto, and
WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wells Fargo
Retail Finance, LLC), a national banking association having a place of business
at One Boston Place, Boston, Massachusetts 02110, as Administrative Agent and
Collateral Agent (in such capacities, the "Agent"), and as Issuing Lender,
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Existing Guarantor, West Marine Canada Corp., a Nova
Scotia unlimited company (the "Specified Guarantor"), the Lenders party thereto,
and the Agent, among others, have entered into an Amended and Restated Loan and
Security Agreement dated as of August 23, 2010, as amended by First Amendment to
Amended and Restated Loan and Security Agreement, dated as of November 30, 2012
(as now existing and hereby and hereafter amended, modified, supplemented,
extended, renewed, restated, or replaced, the "Loan Agreement");
WHEREAS, as of the date hereof, the Specified Guarantor is in the process of
winding down its operations, and the Loan Parties have requested that the Agent
and the Lenders release the Specified Guarantor from its Obligations under the
Loan Documents, including but not limited to any guarantees pursuant to the Loan
Agreement and any Liens or other security interests of the Agent on the
Collateral owned by the Specified Guarantor; and
WHEREAS, the parties hereto have agreed to extend the Maturity Date, to allow
the New Guarantor to join in the execution of, and become party to, the Loan
Agreement as a Guarantor and to make certain other amendments to the provisions
of the Loan Agreement, all as set forth herein; provided that, among other
things, the New Guarantor agrees to become party to, and to be bound by the
terms of, the Loan Documents in the same capacity and to the same extent as the
Existing Guarantor thereunder.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1
1.
Incorporation of Terms and Conditions of Loan Agreement; Definitions. All of the
terms and conditions of the Loan Agreement (including, without limitation, all
definitions set forth therein) are specifically incorporated herein by
reference. All capitalized terms not otherwise defined herein shall have the
same meaning as in the Loan Agreement, as applicable, as amended hereby.
2.