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Exhibit 10.15(g)
SIXTH AMENDMENT TO THE CREDIT AGREEMENT
SIXTH AMENDMENT, dated as of March 2, 2000, among THE BON-TON
DEPARTMENT STORES, INC. and THE BON-TON STORES OF LANCASTER, INC. (collectively,
the "Borrowers"), the other Credit Parties party to the Credit Agreement
referred to below, the Lenders party to such Credit Agreement and GENERAL
ELECTRIC CAPITAL CORPORATION, as Administrative Agent, Collateral Agent and
Lender.
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into that certain
Credit Agreement, dated as of April 15, 1997 (such Agreement, as amended,
supplemented or otherwise modified from time to time, being hereinafter referred
to as the "Credit Agreement," and capitalized terms defined therein and not
otherwise defined herein are used herein as therein defined); and
WHEREAS, the Borrowers desire to have the Lenders amend
certain provisions of the Credit Agreement; and
WHEREAS, the Lenders have agreed to such amendments upon the
terms and subject to the conditions provided herein;
NOW, THEREFORE, in consideration of the premises, covenants
and agreements contained herein, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Amendment. The Lenders, the Agent, the Borrowers and the
other Credit Parties hereby agree to the following amendment to the Credit
Agreement:
(a) Section 6.14 is hereby amended by adding the following at
the end thereof: "; provided further, however, that with respect to clause (f)
above, notwithstanding the foregoing proviso and in addition to any amounts paid
pursuant to such proviso, such dividends may be paid pursuant to such clause (f)
up to an aggregate amount of $2,500,000 if no Default or Event of Default shall
have occurred and be continuing or would result after giving effect to any such
payment."
(b) Disclosure Schedule (A-1) to the Credit Agreement is
hereby replaced with Disclosure Schedule (A-1) annexed hereto effective upon the
release by the Agent of the Mortgage on the Borrowers' real property located in
Camp Hill, Pennsylvania. Accordingly, as of such date, Designated Properties
shall no longer include such property.
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Section 2. Consent. The Lenders and Agent hereby consent to the Agent
releasing the Mortgage on the Borrowers' real property located in Camp Hill,
Pennsylvania.
Section 3. Conditions to Effectiveness. This Amendment shall become
effective as of the date hereof when the Agent shall have received counterparts
of this Amendment executed by each Borrower, Credit Party, Agent and the
Requisite Lenders as to Section 1 hereof, and each of the Lenders as to Section
2 hereof, or, as to the Lenders, advice satisfactory to the Agents that such
Lenders have executed this Amendment.
Section 4. Representations and Warranties. The Borrowers and other
Credit Parties hereby jointly and severally represent and warrant to the Lenders
and the Agent as follows:
(a) After giving effect to this Amendment, each of the
representations and warranties in Section 3 of the Credit Agreement and in the
other Loan Documents are true and correct in all material respects on and as of
the date hereof as though made on and as of such date, except to the extent that
any such representation or warranty expressly relates to an earlier date and
except for changes therein not prohibited by the Credit Agreement.
(b) After giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing as of the date hereof.
(c) The execution, delivery and performance by the Credit
Parties of this Amendment have been duly authorized by all necessary or proper
corporate action and do not require the consent or approval of any Person which
has not been obtained.
(d) This Amendment has been duly executed and delivered by
each Credit Party and each of this Amendment and the Credit Agreement as amended
hereby constitutes the legal, valid and binding obligation of the Credit
Parties, enforceable against them in accordance with its terms.
Section 5. Reference to and Effect on the Loan Documents. (a) Upon the
effectiveness of this Amendment, on and after the date hereof, each reference in
the Credit Agreement and the other Loan Documents to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import, shall mean and be a
reference to the Credit Agreement as amended hereby.
(b) Except to the extent amended hereby, the provisions of the
Credit Agreement and all of the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or
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remedy of the Lenders or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
Section 6. Costs and Expenses. The Borrowers agree to pay on demand all
costs, fees and expenses of the Agent in connection with the preparation,
execution and delivery of this Amendment and the other instruments and documents
to be delivered pursuant hereto, including the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto.
Section 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
Section 8. Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and performed in such state, without regard to the
principles thereof regarding conflict of laws.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
BORROWERS:
THE BON-TON DEPARTMENT STORES, INC.
By: /s/ H. Xxxx Xxxxxxxxx
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Name H. Xxxx Xxxxxxxxx
Title: Treasurer
THE BON-TON STORES OF LANCASTER, INC.
By: /s/ X. X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President & CFO
OTHER CREDIT PARTIES:
THE BON-TON STORES, INC.
By: /s/ H. Xxxx Xxxxxxxxx
---------------------------------------
Name: H. Xxxx Xxxxxxxxx
Title: Treasurer
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THE BON-TON CORP.
By: /s/ X. X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Treasurer
THE BON-TON NATIONAL CORP.
By: /s/ X. X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Treasurer
THE BON-TON TRADE CORP.
By: /s/ X. X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Treasurer
AGENT AND LENDERS:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
BANKBOSTON, N.A.
By: /s/ Xxxxx X. Xxxxxx-Xxxxxxx
----------------------------------
Name: Xxxxx L/ Xxxxxx-Xxxxxxx
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: AVP
FIRST UNION NATIONAL BANK
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: VP
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MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: C. Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
FOOTHILL CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
FLEET BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
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Disclosure Schedule (A-1)
Designated Properties
Store #36 - Greensburg, PA
Store #4 - Lewistown
