EX-99.5 3 file003.htm LOAN AUTHORIZATION


                                                                       EXHIBIT 5
                                                                       ---------

                       HARRIS LOAN AUTHORIZATION AGREEMENT



The Company referred to below has applied for, and Harris Trust and Savings
Bank, Chicago, Illinois ("Bank"), has approved the establishment of, a loan
authorization account ("Loan Account") from which the Company may from time to
time request loans up to the maximum amount of credit shown below (the "Maximum
Credit"). Interest on such loans is computed at a variable rate which may change
daily based upon changes in the Bank's Prime Rate. The Company may make
principal payments at any time and in any amount. The request by the Company
for, and the making by the Bank of, any loan against the Loan Account shall
constitute an agreement between the Company and the Bank as follows:


Name of Company:  CRAFTS RETAIL HOLDING CORP., a Delaware corporation


Address:          5200 Town Center Circle
                  Suite 470
                  Boca Raton, FL  33486
                  Attn:
                        ------------------------------------------

Type of Loan Account:     /X/  Revolving, which means as principal is repaid,
                                      the Company may reborrow subject to this
                                      Agreement.

                         / /   Multiple Advances, which means that the Company
                                      may not reborrow any amounts that have
                                      been repaid but may still borrow the
                                      difference between the Maximum Credit and
                                      the principal amounts of prior borrowings.

Amount of Maximum Credit:  $8,000,000

Each Loan Requested Shall Be At Least:  $100,000
                                         -------

Variable Interest Rate:    The interest rate applicable prior to the Maturity
                           Date equals the rate per annum announced by
                           the Bank from time to time as its prime commercial
                           rate (the "Prime Rate") plus 0.25%.

Maturity Date: The Loan Account terminates, and Loans are payable, ON DEMAND
(but if no demand, no later than one year from the date hereof).

Periodic Statement reflecting accrued interest will be sent and interest will be
payable: [X] Monthly; [ ] Quarterly

Payments shall be due at the Bank's principal office in
Chicago, Illinois, paid to the order of the Bank, and made by:
                                    / / Debit to Harris Account #______________;

                                    /X/ By Check


1.       Using the Account. All loans and advances from the Loan Account are
         referred to in this Agreement as "Loans". Loan requests must be in
         writing (including by facsimile) or by telephone and shall be sent to
         the Company's Harris Account Officer on or before the date of such
         proposed borrowing. Loan proceeds shall be credited to the Company's
         deposit account at the Bank unless the Bank is directed otherwise by
         special written directions from the Company. The amount of each loan
         requested shall be at least the minimum amount shown above, and the
         Bank shall have the right to refuse to honor any loan requested by the
         Company which is less than that minimum amount, even if the Bank has
         previously honored a loan request for less than the minimum amount. The
         Company shall not request any Loan which, when taken together with the
         Loans then outstanding, would exceed the Maximum Credit. Upon each
         request for a Loan, the






         Company shall furnish to the Bank certificates in the form of Exhibit B
         hereto, properly completed and duly certified by Sun Capital Partners
         III, LP and Sun Capital Partners III QP, LP (individually, a
         "Guarantor" and collectively, the "Guarantors"). If Loans are secured
         directly or indirectly by securities traded on a national exchange or
         by other "margin stock" (as defined by the Federal Reserve Board in
         Regulation U), then the Company promises to furnish the Bank a duly
         executed and completed Form U-1 statement and agrees that the proceeds
         of Loans from the Loan Account will not be used to purchase or carry
         stock, convertible bonds or warrants unless the Company has obtained
         the prior written consent of the Bank.

         Loans will be made available from the Loan Account subject to the
         Bank's approval on a loan-by-loan basis as and when Loans are requested
         by the Company.

         All Loans shall be made against and evidenced by the Company's demand
         note payable to the order of the Bank in the principal amount of
         $8,000,000 such note to be in the form of Exhibit A attached hereto
         (the "Note"). The Bank agrees that notwithstanding the fact that the
         Note is in the principal amount of $8,000,000 it shall evidence only
         the actual unpaid principal balance of Loans made under the Loan
         Account. All Loans made against the Note and the status of all amounts
         evidenced by the Note shall be recorded by the Bank on its books and
         records or, at its option in any instance, endorsed on a schedule to
         the Note and the unpaid principal balance and status and rates so
         recorded or endorsed by the Bank shall be prima facie evidence in any
         court or other proceeding brought to enforce the Note of the principal
         amount remaining unpaid thereon, the status of the Loans evidenced
         thereby and the interest rates applicable thereto, absent manifest
         error; provided that the failure of the Bank to record any of the
         foregoing shall not limit or otherwise affect the obligation of the
         Company to repay the principal amount of the Note together with accrued
         interest thereon. The Bank agrees that if it transfers or assigns the
         Note, the Bank will stamp thereon a statement of the actual principal
         amount evidenced thereby at the time of transfer. The Company agrees
         that in any action or proceeding instituted to collect or enforce
         collection of the Note, the amount shown as owing the Bank on its
         records shall be prima facie evidence of the unpaid balance of
         principal and interest on the Note, absent manifest error.

2.       Interest. The Company shall pay the Bank interest on the unpaid
         principal balance of Loans in accordance with the terms of this
         Agreement. Accrued interest will be billed monthly, and is due by the
         last day of each month (each, an "Interest Payment Date"). Interest for
         each billing period is computed by applying a daily periodic rate based
         on the Bank's Prime Rate plus 0.25% to each day's ending Loan balance.
         Interest shall be computed on the basis of a year of 360 days for the
         actual number of days elapsed. The Bank's Prime Rate reflects market
         rates of interest as well as other factors, and it is not necessarily
         the Bank's best or lowest rate. The daily Loan balance shall be
         computed by taking the principal balance of Loans at the beginning of
         each day, adding any Loans posted to the Loan Account that day, and
         subtracting any principal payments posted to the Loan Account as of
         that day. Interest begins to accrue on the date a Loan is posted to the
         Loan Account. The principal balance of Loans which remains unpaid after
         demand for repayment shall bear interest until paid in full at a
         post-maturity rate of 2% per annum above the interest rate otherwise
         applicable to the Loans (determined as aforesaid). The interest rate
         payable under this Agreement shall be subject, however, to the
         limitation that such interest rate shall never exceed the highest rate
         which the Company may contract to pay under applicable law.

3.       Fees. The Company agrees to pay to the Bank a non-refundable Closing
         Fee in the amount of $20,000.

4.       Guaranty. The Guarantors shall at all times guarantee all Loans.


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5.       Maturity Date; Payments. The Company shall pay to the Bank the
         principal balance of outstanding Loans together with any accrued
         interest ON DEMAND (but if no demand, no later than one year from the
         date HEREOF). Payments received by the Bank shall be applied first to
         accrued interest and then to the principal balance of outstanding Loans
         unless otherwise directed. If any payment from the Company under this
         Agreement becomes due on a Saturday, Sunday, or a day which is a legal
         holiday for banks in the State of Illinois, such payment shall be made
         on the next bank business day and any such extension shall be included
         in computing interest under this Agreement.

6.       Periodic Statements. The Bank will furnish the Company with a statement
         for each billing period (either monthly or quarterly as shown on the
         front of this Agreement) which has any transaction or balance.

7.       Financial Statements. The Company agrees to furnish financial
         information of the Company and each Guarantor to the Bank upon request
         of the Bank from time to time. Such information shall be furnished as
         soon as reasonably possible, but in any event within 30 days after
         request by the Bank. Without any such request, the Company shall
         furnish, or cause to be furnished, to the Bank:

                           (a) as soon as available, and in any event within 30
                  days after the last day of each month, a copy of the
                  consolidated balance sheet of the Company and its subsidiaries
                  as of the last day of such month and the consolidated
                  statements of income, retained earnings and cash flows of the
                  Company and its subsidiaries for the month and the fiscal
                  year-to-date period then ended, each in reasonable detail
                  showing in comparative form the figures for the corresponding
                  date and period in the previous fiscal year, prepared by the
                  Company in accordance with general accepted accounting
                  principles ("GAAP"), except as otherwise stated therein, and
                  certified to by its chief financial officer or such other
                  officer reasonably acceptable to the Bank;

                           (b) as soon as available, and in any event within 90
                  days after the close of each fiscal year of the Company, a
                  copy of the consolidated and consolidating balance sheet of
                  the Company and its subsidiaries as of the close of such
                  period and the consolidated statements of income, retained
                  earnings and cash flows of the Company and its subsidiaries
                  for such period, and accompanying notes thereto, each in
                  reasonable detail showing in comparative form the figures for
                  the previous fiscal year, accompanied by an unqualified
                  opinion thereon of Ernst & Young or another firm of
                  independent public accountants of recognized national
                  standing, selected by the Company and reasonably satisfactory
                  to the Bank, to the effect that the financial statements have
                  been prepared in accordance with GAAP and present fairly in
                  all material respects in accordance with GAAP the consolidated
                  financial condition of the Company and its Subsidiaries as of
                  the close of such fiscal year and the results of their
                  operations and cash flows for the fiscal year then ended;

                           (c) as soon as available, and in any event within 45
                  days after the last day of each month, a certificate as of
                  such date in the form, or substantially the form of Exhibit B
                  hereto, properly completed and certified by each Guarantor;

                           (d) as soon as available, and in any event within 45
                  days after the close of each fiscal quarter of each Guarantor,
                  a copy of each Guarantor's balance sheet as of the last day of
                  such fiscal quarter and its statements of income, retained
                  earnings and cash flows for the fiscal quarter and for the
                  fiscal year-to-date period then ended, each in reasonable
                  detail showing in comparative form the figures for the
                  corresponding date and period in the previous fiscal year,



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                  prepared by such Guarantor in accordance with GAAP and
                  certified to by its chief financial officer or such other
                  officer reasonably acceptable to the Bank; and

                           (e) as soon as available, and in any event within 90
                  days after the close of each fiscal year of each Guarantor, a
                  copy of such Guarantor's balance sheet as of the last day of
                  the fiscal year then ended and its statements of income,
                  retained earnings and cash flows for the fiscal year then
                  ended, and accompanying notes thereto, each in reasonable
                  detail showing in comparative form the figures for the
                  previous fiscal year, accompanied by an unqualified opinion of
                  Grant Thornton or another firm of independent public
                  accountants of recognized standing, selected by such Guarantor
                  and reasonably satisfactory to the Bank to the effect that the
                  financial statements have been prepared in accordance with
                  GAAP and present fairly in all material respects in accordance
                  with GAAP the consolidated financial condition of such
                  Guarantor as of the close of such fiscal year and the results
                  of our operations and cash flows for the fiscal year then
                  ended.

8.       Representations and Warranties. In consideration of establishing and
         maintaining the Loan Account, the Company hereby represents and
         warrants to the Bank that: (a) the Company is a corporation duly
         organized, validly existing, and in good standing under the laws of its
         state of incorporation; (b) the execution, delivery, and performance by
         the Company of this Agreement and the Note are within its powers, have
         been duly authorized by all necessary action, and do not contravene the
         Company's articles of incorporation or by-laws or any law or
         contractual restriction binding on or affecting the Company; (c) no
         authorization or approval or other action by, and no notice to or
         filing with, any governmental authority or regulatory body is required
         for the Company's due execution, delivery, and performance of this
         Agreement or the Note; (d) this Agreement is, and the Note when
         executed and delivered by the Company will be, the Company's legal,
         valid, and binding obligation enforceable against the Company in
         accordance with its terms except as such enforceability may be limited
         by bankruptcy, insolvency, reorganization, moratorium or similar state
         or federal debtor relief laws from time to time in effect which affect
         the enforcement of creditors' rights in general and the availability of
         equitable remedies; (e) the Company is not engaged in the business of
         extending credit for the purpose of purchasing or carrying margin stock
         (within the meaning of Regulation U issued by the Board of Governors of
         the Federal Reserve System), and no proceeds of the Loans will be used
         to purchase or carry any margin stock or to extend credit to others for
         the purpose of purchasing or carrying any margin stock; and (f) there
         is no pending or threatened action or proceeding affecting the Company
         before any court, governmental agency or arbitrator, which may
         materially adversely affect the Company's financial condition or
         operations or which purports to affect the legality, validity, or
         enforceability of this Agreement or the Note.

9.       DEMAND OBLIGATION; ENFORCEMENT. THE LOANS ARE PAYABLE "ON DEMAND."
         ACCORDINGLY, THE BANK CAN DEMAND PAYMENT IN FULL OF THE LOANS AT ANY
         TIME IN ITS SOLE DISCRETION EVEN IF THE COMPANY HAS COMPLIED WITH ALL
         OF THE TERMS OF THIS AGREEMENT.

         No delay by the Bank in the exercise of any right or remedy shall
         operate as a waiver thereof, and no single or partial exercise by the
         Bank of any right or remedy shall preclude any other or further
         exercise thereof or the exercise of any other right or remedy. The
         Company agrees to pay to the Bank all reasonable expenses incurred or
         paid by the Bank in connection with the establishment and maintenance
         of the Loan Account and the collection of the Loans and any court costs
         and other reasonable amounts due under this Agreement, including,
         without limitation, reasonable attorneys' fees. The Bank shall have the
         right at any time to set-off the balance of any deposit account that
         the Company may at any time maintain with the Bank against



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         any amounts at any time owing under this Agreement, whether or not the
         balance of Loans under this Agreement is then due.

10.      Termination; Renewal. The availability of additional Loans under this
         Agreement will automatically terminate ON DEMAND (but if no demand, no
         later than one year from the date hereof). The Bank reserves the right
         at any time without notice to terminate the Loan Account, suspend the
         Company's borrowing privileges or refuse any Loan request even though
         the Company has complied with all of the terms under this Agreement.
         The Company may terminate this Agreement at any time effective upon
         receipt by the Bank of at least 15 days prior written notice. No
         termination under this Section shall affect the Bank's rights or the
         Company's obligations regarding payment or default under this
         Agreement. Such termination shall not affect the Company's obligation
         to pay all Loans and the interest accrued through the date of final
         payment. The Bank may also elect to honor Loan requests after
         termination of this Agreement, and the Company agrees that any such
         payment by the Bank shall constitute a Loan to Company under this
         Agreement.

11.      Notices. The Bank may rely on instructions from the Company with
         respect to any matters relating to this Agreement or the Loan Account,
         including telephone loan requests (including by facsimile) which are
         made by persons whom the Bank reasonably believes to be the persons
         authorized by the Company to make such loan requests. All notices and
         statements to be furnished by the Bank shall be sufficient if delivered
         to any such person at the billing address for the Loan Account shown on
         the records of the Bank. All notices from the Company shall be sent to
         the Bank at P.O. Box 755, Chicago, Illinois 60690, to the attention of
         the Loan Accounting Division. The Company waives presentment and notice
         of dishonor. This Agreement constitutes the entire understanding of the
         parties with respect to the subject matter hereof and any prior
         agreements, whether written or oral, with respect thereto are
         superseded hereby. No amendment or waiver of any provision of this
         Agreement or the Note, nor consent to any departure by the Company
         therefrom, shall in any event be effective unless the same shall be in
         writing and signed by the Bank and the Company. If any part of this
         Agreement is unenforceable, that will not make any other part
         unenforceable. This Agreement shall be governed by the laws of the
         State of Illinois.

12.      Consent to Jurisdiction. THE COMPANY SUBMITS TO THE NON-EXCLUSIVE
         JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
         DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN COOK
         COUNTY, ILLINOIS, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF
         OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.      Jury Trial Waiver. THE COMPANY AND THE BANK WAIVE ANY AND ALL RIGHT TO
         TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
         THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                                    * * * * *


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         The Company Agrees to the Terms Set Forth Above.


         Signed by Company on September 13, 2004



                                       CRAFTS RETAIL HOLDING CORP.



                                       By: /s/ Kevin Feinblum
                                           -------------------------------------
                                           Name:  Kevin Feinblum
                                                  ------------------------------
                                           Title: Vice President
                                                  ------------------------------


         Accepted and agreed to this 13th day of September, 2004.

                                       HARRIS TRUST AND SAVINGS BANK



                                       By: /s/ Kathleen J. Collins
                                           -------------------------------------
                                           Name: Kathleen J. Collins
                                                --------------------------------
                                           Title: Vice-President
                                                 -------------------------------



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