FOURTH AMENDMENT AGREEMENT
This FOURTH AMENDMENT AGREEMENT, dated as of January
27, 1999 (the "Agreement"), is among Specialty Retailers, Inc.
(the "Borrower"), Stage Stores, Inc. (the "Parent"), the banks
named therein (the "Banks") and Credit Suisse First Boston, as
Administrative Agent, Collateral Agent, Swingline Bank and L/C
Bank (the "Administrative Agent").
PRELIMINARY STATEMENT
WHEREAS, the Borrower, the Parent, the Banks and the
Administrative Agent are parties to the Credit Agreement, dated
as of June 17, 1997, as amended through the date hereof (the
"Credit Agreement");
WHEREAS, the Borrower has requested the amendment of
certain provisions set forth in the Credit Agreement;
WHEREAS, the Banks have agreed to amend the specific
provisions set forth herein under the terms and conditions set
forth herein;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
SECTION 1. Defined Terms. Capitalized terms used
and not defined herein shall have the meanings assigned to such
terms in the Credit Agreement.
SECTION 2. Amendments. The Banks hereby agree to
amend the Credit Agreement as follows:
(a) The definition of "Consolidated EBITDA" in Section 1.1
of the Credit Agreement is hereby amended by inserting the
following at the end of the clause (vi) thereof:
"plus (vii) to the extent shrinkage expense exceeds
$15,200,000 in fiscal year 1998 and is deducted in the
calculation of Consolidated Net Income for such period,
the amount of such excess up to $4,250,000 in the
fourth quarter of fiscal year 1998."
(b) The definition of "Consolidated Net Income" in Section
1.1 of the Credit Agreement is hereby further amended by
replacing the words "fourth quarter of fiscal year 1998" with the
words "fourth quarter of fiscal year 1999".
(c) The definition of "Excess Cash Flow" in Section 1.1 of
the Credit Agreement is hereby amended by replacing the words
"fourth quarter of fiscal year 1998" in clause (x) thereof with
the words "fourth quarter of fiscal year 1999".
(d) The definition of "Margin Percentage" in Section 1.1 of
the Credit Agreement is hereby amended by (i) amending Category 5
and adding a new Category 6, each as set forth below:
Adjusted Commitment Euro- Base
Leverage Fee Per dollar Rate
Ratio centage Margin Margin
Category 5 < or = 4.5 to 1 0.50% 2.25% 1.25%
and > 4.0 to 1
Category 6 >4.5 to 1 0.50% 2.75% 1.75%
and (ii) by replacing the words "Category 5" at the end of clause
(ii) in the first proviso with the words "Category 6".
(e) Section 2.12(a) of the Credit Agreement is hereby
amended by inserting the following after the words "Asset Sale"
in the third line thereof:
"(other than an Asset Sale permitted under Section
6.13)"
(f) Section 2.12(f) of the Credit Agreement is hereby
amended by adding the following before the "." at the end
thereof:
"provided further, that from the effective date of the
Fourth Amendment Agreement, dated as of January 27, 1999 through
July 31, 1999, for the twelve month period ending July 31, 1999,
the Borrower shall prepay, repay or not borrow the Revolving
Loans and Swingline Loans so as to cause the aggregate
outstanding principal amount of Revolving Loans and Swingline
Loans not to exceed $70,000,000 during a period of not less than
thirty consecutive days during such period".
(g) Section 6.1(a) (i) of the Credit Agreement is hereby
amended by deleting the grid set forth therein and replacing it
with the following:
Date Ratio
"From the Closing Date until
July 31, 1998 4.5:1
October 31, 1998 5.1:1
January 30, 1999 6.5:1
May 1, 1999 8.7:1
July 31, 1999 8.4:1
October 30, 1999 7.3:1
January 29, 2000 and thereafter 4.5:1"
(h) 6.01(a)(ii) of the Credit Agreement is hereby amended
by deleting the grid set forth therein and replacing it with the
following:
Date Ratio
"From the Closing Date until
October 31, 1998 4.0:1
January 30, 1999 5.0:1
May 1, 1999 6.8:1
July 31, 1999 6.5:1
October 30, 1999 5.7:1
January 29, 2000 and thereafter 4.0:1"
(i) Section 6.1(b) of the Credit Agreement is hereby
amended by deleting the grid set forth therein and replacing it
with the following:
Four Fiscal Quarters Ending On Ratio
"From the Closing Date until
October 31, 1998 2.25:1
January 30, 1999 1.80:1
May 1, 1999 1.30:1
July 31, 1999 1.30:1
October 30, 1999 1.50:1
January 29, 2000 and thereafter 2.25:1"
(j) Section 6.01(c) of the Credit Agreement is hereby
amended by deleting "1.25:1:" and replacing it with the
following:
"the ratio set forth below:
Date Ratio
From the Closing Date until
January 30, 1999 1.25:1
May 1, 1999 1.05:1
July 31, 1999 1.05:1
October 30, 1999 1.05:1
January 29, 2000 and thereafter 1.25:1"
(k) Section 6.13 of the Credit Agreement is hereby amended
by adding before the "." at the end thereof, the words ", other
than such transactions the Net Cash Proceeds of which in the
aggregate do not exceed $10,000,000."
Except as otherwise specified above, there is no amend
ment of any other term, condition or provision of the Credit
Agreement all of which are hereby ratified and confirmed by the
Borrower and the Parent.
SECTION 3. Representations and Warranties; No
Defaults. Each Loan Party hereby represents and warrants that
after giving effect to the amendments set forth in Section 2 of
this Agreement, (a) the representations and warranties contained
in the Credit Agreement and Loan Documents are correct on the
effective date of this Agreement, and (b) no Default or Event of
Default has occurred or is continuing on the date hereof and on
the effective date of this Agreement.
SECTION 4. Counterparts. This Agreement (a) may be
executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall
constitute one and the same instrument, (b) shall be effective
only in this specific instance for the specific purpose set forth
herein, and (c) does not allow any other or further departure
from the terms of the Credit Agreement or the Loan Documents,
which terms shall continue in full force and effect.
SECTION 5. Conditions to Effectiveness. This Agree
ment shall become effective as of the date hereof when (a) copies
hereof, when taken together, bearing the signatures of each of
the Loan Parties and the Required Banks have been received by the
Administrative Agent and (b) an amendment fee of 0.25% of the
Commitments of the Banks who have returned executed signature
pages of this Agreement to the Administrative Agent by 5:00 p.m.
New York City time on Wednesday, January 27, 1999 has been
received from the Borrower by the Administrative Agent.
SECTION 6. Applicable Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers,
all as of the date and year first written above.
SPECIALTY RETAILERS, INC.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Treasurer
STAGE STORES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice Chairman and
Chief Financial Officer
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent, Collateral
Agent,
Swingline Bank and L/C Bank
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Associate
BEAR XXXXXXX INVESTMENT PRODUCTS INC.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
BANK UNITED
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Director - Commercial Syndication
BANQUE WORMS CAPITAL CORPORATION
By: /s/ X. xxXxxxx
Name: X. xxXxxxx
Title: Vice President
By: /s/ F. Garnet
Name: F. Garnet
Title: Senior Vice President
BANQUE PARIBAS HOUSTON AGENCY
By: __________________________
Name:
Title:
By: __________________________
Name:
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
F.K.A. Creditanstalt Corporate Finance,
Inc.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxx X. Direngor
Name: Xxxxxx X. Direngor
Title: Executive Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION
By: __________________________
Name:
Title:
ROYAL BANK OF SCOTLAND
By: __________________________
Name:
Title:
THE FUJI BANK, LIMITED
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President & Manager
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
FIRST COMMERCIAL BANK
By: /s/ Xxxxxxx X. X. Xxxx
Name: Xxxxxxx X. X. Xxxx
Title: Senior Vice President and
General Manager
KZH CNC LLC
By: /s/ Xxxxxx Kilden
Name: Xxxxxx Kilden
Title: Authorized Agent
