Exhibit 10.32
SIXTH AMENDMENT
SIXTH AMENDMENT dated as of July 31, 1999 (this "AMENDMENT"), by and
among LAMONTS APPAREL, INC., a Delaware corporation (the "BORROWER"), having
its principal place of business at 00000 Xxxxxxx Xxxx X.X., Xxxxxxxx, XX
00000, BANKBOSTON, N.A. (f/k/a The First National Bank of Boston), a national
banking association and the other lending institutions that are or may become
party to the Loan Agreement referred to below (the "BANKS"), and BANKBOSTON,
N.A., as agent for the Banks (the "AGENT") amending certain provisions of the
Amended and Restated Debtor in Possession and Exit Financing Loan Agreement
by and among the Borrower, the Banks, and the Agent dated as of September 26,
1997, as previously amended by a First Amendment dated as of January 8, 1998,
a Second Amendment dated as of April 1, 1998, a Third Amendment dated as of
September 23, 1998, a Fourth Amendment dated as of April 13, 1999 and a Fifth
Amendment dated as of July 9, 1999 (as so amended, the "LOAN AGREEMENT").
Terms not otherwise defined herein which are defined in the Loan Agreement
shall have the respective meanings herein assigned to such terms in the Loan
Agreement.
WHEREAS, the Borrower has requested that the Banks and the Agent
agree to amend the terms of the Loan Agreement in order to modify the
financial covenant set forth in Section 10.3(d) thereof; and
WHEREAS, the Banks and the Agent are willing to amend the terms of
the Loan Agreement in such respects, upon the terms and subject to the
conditions contained herein; and
NOW, THEREFORE, in consideration of the mutual agreements contained
in the Loan Agreement, herein and other good and valuable consideration, the
treceipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. AMENDMENT TO SECTION 10.3 OF THE LOAN AGREEMENT. Section
10.3(d) of the Loan Agreement is hereby amended by deleting the Minimum
Amount of "$47,800,000" set forth opposite the date of July 31, 1999 in the
table set forth therein, and by replacing such amount with the Minimum Amount
of "$46,500,000".
Section 2. REPRESENTATIONS, WARRANTIES AND COVENANTS; NO DEFAULT;
AUTHORIZATION. The Borrower hereby represents, warrants and covenants to the
Banks and the Agent as follows:
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(a) Each of the representations and warranties of the Borrower
contained in the Loan Agreement or in any other Loan Documents was true and
correct as of the date as of which it was made and is true and correct in all
material respects as of the date of this Amendment except to the extent such
representations and warranties expressly related to a prior date (in which
case they shall be true and correct as of such earlier date); and no Default
or Event of Default has occurred and is continuing as of the date of this
Amendment;
(b) This Amendment has been duly authorized, executed and delivered by
the Borrower; and
(c) This Amendment constitutes the legal, valid and binding obligation
of the Borrower, enforceable in accordance with its terms.
Section 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to satisfaction of the following conditions:
(a) This Amendment shall have been duly executed and delivered by
the Borrower, the Banks and the Agent.
(b) The Agent shall have received written confirmation of approval
of this Amendment executed by the Surety and written ratification of the
Supplemental Guaranty (as defined in the Purchase and Guaranty Agreement)
executed by the Guarantor (as defined in the Purchase and Guaranty
Agreement), each in form and substance satisfactory to the Agent.
(c) The Agent shall have received such other documents or
instruments relating hereto as the Agent shall have reasonably requested.
Section 4. RATIFICATION, ETC. Except as expressly amended hereby,
the Loan Agreement, the other Loan Documents, and all documents, instruments
and agreements related thereto are hereby ratified and confirmed in all
respects. All references in the Loan Agreement or any related agreement or
instrument to the Loan Agreement shall hereafter refer to the Loan Agreement
as amended hereby.
Section 5. NO OTHER CHANGES; NO IMPLIED WAIVER. Except as expressly
provided herein, the Loan Agreement and the other Loan Documents shall be
unaffected hereby and shall continue in full force and effect, and nothing
contained herein shall constitute a waiver by the Agent or any Bank of any
right, remedy, Default, or Event of Default, or impair or otherwise affect
any
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Obligations, any other obligations of the Borrower, or any right of the Agent
or any Bank consequent thereon.
Section 6. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
Section 7. GOVERNING LAW. THIS AMENDMENT SHALL FOR ALL PURPOSES BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICTS OF LAW).
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as a sealed instrument as of the date first above written.
LAMONTS APPAREL, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice Chairman
BANKBOSTON, N.A., in its respective
capacities as a Revolving Credit Bank
and Agent
By: /s/ X.X. Xxxxxxx
--------------------------------
Name: X.X. Xxxxxxx
Title: Vice President
BANKBOSTON, N.A., as Term Loan
Lender
By: /s/ X.X. Xxxxxxx
--------------------------------
Name: X.X. Xxxxxxx
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT,
INC., as a Revolving Credit Bank
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: VP
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CONFIRMATION OF THE SURETY
AND
OF THE GUARANTOR
The Surety hereby confirms approval of the foregoing amendment in all
respects and directs the Term Loan Lender to give its consent thereto. The
Guarantor (as defined in the Purchase and Guaranty Agreement) hereby ratifies
and confirms the Supplemental Guaranty (as defined in the Purchase and Guaranty
Agreement) in all respects, and agrees that the Supplemental Guaranty, after
giving effect to foregoing amendment, shall continue in full force and effect.
SPECIALTY INVESTMENT I LLC
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: CFO/Mgr
XXXXXX XXXXXXXX PARTNERS,
INC.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: CFO/EVP
