EXHIBIT 4
AMENDMENT TO REVOLVING CREDIT AGREEMENT
June 8, 1998
Xxxxxxxx Stores Inc.
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Revolving Credit Agreement dated as of March 24, 1997, as
amended (the "Loan Agreement"), among Xxxxxxxx Stores Inc.
(the "Borrower"), the Lenders described therein and The CIT
Group/Business Credit, Inc., as Agent (the "Agent") for the
Lenders_____________________________________________________
Ladies and Gentlemen:
Reference is made to the Loan Agreement. All capitalized terms used herein
and not defined shall have the meanings given to such terms in the Loan
Agreement.
This letter shall confirm the agreement of the Borrower and Agent, on behalf
of the Lenders, to amend the Loan Agreement in the following manner:
1. The definition of "Anniversary Date" set forth in Section 1.01 of
the Loan Agreement is amended and restated in its entirety to read as
follows:
" 'Anniversary Date' shall have the meaning assigned to such
term in Section 2.18 hereof."
1. Section 2.18 of the Loan Agreement is amended and restated in its
entirety to read as follows:
"2.18. Termination; Extension of Revolving Credit Commitments.
"(a) Except as otherwise provided herein, the Borrower or any
Lender acting through the Agent may terminate this Agreement and the
Revolving Credit Commitments only on an Anniversary Date, and then
only by giving the other ninety (90) days prior written notice of
termination. The "Anniversary Date" initially shall be March 24,
2001, however such Anniversary Date and this Agreement, unless
terminated as herein and in Section 9.02 provided, (i) automatically
shall be extended for a one-year period if written notice of
termination is not given by either the Agent or the Borrower in the
manner specified above, and (ii) otherwise may be extended as
provided in Subsection 2.18(b) below. In either case, the date to
which the Anniversary Date is extended shall constitute the
Anniversary Date for purposes of this Agreement.
"(b) Provided that no Potential Default or Event of Default
shall have occurred and be continuing, the Borrower may, by written
notice (an "Extension Request") delivered to the Agent (which notice
shall be irrevocable but shall not be deemed effective until actually
received by the Agent) prior to May 1, but not before February 1, of
any year, request that the Lenders extend the Anniversary Date then
in effect to a date that is one year later than such Anniversary
Date. The Agent shall promptly deliver a copy of such Extension
Request to each of the Lenders. Each Lender shall, not later than May
31 of the year in which the Extension Request is received by the
Agent, provide the Agent with a written notice which states whether
such Lender is willing to extend the Anniversary Date then in effect
for an additional year. If the Agent receives written approval of the
Extension Request from all Lenders prior to May 31 of the year in
which the Extension Request is received by the Agent, then effective
as of the date of the Agent's receipt of all written approvals of the
Extension Request from all Lenders, the Anniversary Date then in
effect shall be extended for one year and the Agent shall notify the
Borrower of such extension.
"(c) If any Lender either (i) gives the Agent written notice
that it is unwilling to extend the Anniversary Date then in effect as
requested in the Extension Request or (ii) fails to provide the Agent
with its written approval of the Extension Request on or before May
31 of the year in which the Extension Request is received by the
Agent, then the Lenders shall be deemed to have declined to extend
the Anniversary Date then in effect, and the Agent shall notify the
Borrower thereof.
"(d) Notwithstanding the foregoing, the Borrower may terminate
this Agreement and the Revolving Credit Commitments at any time prior
to any applicable Anniversary Date upon ninety (90) days prior
written notice to the Agent and the Lenders, provided that the
Borrower pays to the Agent for the pro rata benefit of the Lenders
immediately upon demand, an Early Termination Fee and amounts due to
the Lenders under Section 2.12 hereof, if any. All Obligations shall
become due and payable as of any termination hereunder or under
Section 9 hereof and, pending a final accounting, the Agent and the
Lenders may withhold any balances in the Borrower's accounts (unless
supplied with an indemnity satisfactory to the Agent to cover all of
the Borrower's Obligations whether absolute or contingent). All of
the Agent's and the Lenders' rights, liens and security interests
shall continue after any termination until all Obligations have been
paid and satisfied in full. There shall not be any partial
terminations of the Revolving Credit Commitments pursuant to this
Section 2.18."
2. Section 8.08 of the Loan Agreement is amended by adding the
parenthetical phrase "($12,500,000 in the case of Borrower's fiscal year
ending January 30, 1999)" immediately after the dollar amount of
"$10,000,000" set forth in the sixth line.
All references to the Loan Agreement, whether set forth in the Loan Agreement
itself or in any of the other Loan Documents, shall be deemed to be
references to the Loan Agreement as amended hereby.
Except as expressly amended by the terms of this letter, the Loan Agreement
shall remain unmodified and in full force and effect. Please acknowledge your
agreement to the terms of this letter by executing this letter where
indicated below and returning it to the undersigned. In addition, we request
that all guarantors execute this letter where indicated below to confirm that
their respective guaranties shall continue in full force and effect
notwithstanding the agreements of the Borrower and Agent set forth in this
letter.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT,
INC., as Agent for the Lenders
By: /s/ Xxxxx X. Xxxxxxx
Its: Assistant Secretary
Agreed to this 9th day of June, 1998:
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XXXXXXXX STORES INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Its: Vice President - Treasurer
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Confirmed by the Guarantors this 9th day of June, 1998:
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XXXXXXXX CREDIT CORP.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Its: Vice President Treasurer
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XXXXXXXX STORES REALTY COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Its: Vice President - Treasurer
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