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EXHIBIT 99.1
SECOND AMENDMENT
TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT,
dated as of October 31, 1998 (this "Amendment"), among HILLS DEPARTMENT STORE
COMPANY, a Delaware corporation (the "Borrower"), HILLS STORES COMPANY, a
Delaware corporation (the "Parent"), the other Loan Parties named herein and
signatories hereto, the financial institutions listed on the signature pages
hereof (collectively, the "Lenders") and BANKAMERICA BUSINESS CREDIT, INC., as
Agent (the "Agent").
WHEREAS, the Borrower, the Parent, the other Loan Parties, the Lenders
and the Agent are parties to that certain Loan and Security Agreement, dated as
of September 30, 1996 and amended and restated as of January 30, 1998 (such
agreement being referred to herein as the "Loan and Security Agreement"); and
WHEREAS, the Borrower has requested certain modifications to the Loan
and Security Agreement, and the Lenders and the Agent are agreeable to making
such modifications, subject to the terms and conditions herein contained.
NOW, THEREFORE, the Borrower, the Parent, the other Loan Parties, the
Lenders and the Agent hereby agree as follows:
SECTION 1. CAPITALIZED TERMS. Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Loan and Security
Agreement.
SECTION 2. AMENDMENTS TO LOAN AND SECURITY AGREEMENT. The Definition
of "Adjusted Tangible Net Worth" set forth in Section 1.1 of the Loan and
Security Agreement is hereby amended to add the following immediately before
the period at the end of the first sentence thereof:
"plus non-cash valuation reserves applicable to deferred
and interim tax assets."
SECTION 3. EFFECTIVENESS. This Amendment shall become effective when
counterparts hereof have been duly executed and delivered to the Agent on behalf
of the Borrowers, the Parent, the other Loan Parties, the Lenders and the Agent.
SECTION 4. COUNTERPARTS. This Amendment may be executed in counter-
parts, each of which shall be an original, and all of which, taken together,
shall constitute a single instrument. This Amendment shall be governed by, and
construed in accordance with, the internal laws (as opposed to the conflicts of
laws provisions) of the State of New York. Delivery of an executed counterpart
of a signature page to this Amendment by telecopier shall be effective as
delivery of a manually executed signature page hereto.
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SECTION 5. REFERENCES TO LOAN AND SECURITY AGREEMENT. From and after
the effectiveness of this Amendment, all references in the Loan and Security
Agreement to "this Agreement", "hereof", "herein", and similar terms shall mean
and refer to the Loan and Security Agreement, as amended and modified by this
Amendment, and all references in other documents to the Loan and Security
Agreement shall mean such agreement as amended and modified by this Amendment.
SECTION 6. RATIFICATION AND CONFIRMATION. The Loan and Security
Agreement is hereby ratified and confirmed and, except as herein agreed,
remains in full force and effect. Each of the Loan Parties represents and
warrants that on the date hereof (i) all representations and warranties made by
any Loan Party contained in Articles 6 and 8 of the Loan and Security Agreement,
as amended hereby, are correct in all material respects on and as of the date
hereof, other than any such representation or warranty which relates to a
specified prior date and (ii) there exists no Default or Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
"BORROWER"
HILLS DEPARTMENT STORE
COMPANY
By /s/ C. Xxxxx Xxxxxx
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Name: C. Xxxxx Xxxxxx
Title: EVP-CFO
"PARENT"
HILLS STORES COMPANY
By /s/ Xxxxxxx X. Friend
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Name: Xxxxxxx X. Friend
Title: Sr. Vice President-Secretary
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OTHER "LOAN PARTIES"
CANTON ADVERTISING, INC.
By /s/ Xxxxxxx X. Friend
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Name: Xxxxxxx X. Friend
Title: Vice President-Secretary
HDS TRANSPORT, INC.
By /s/ Xxxxxxx X. Friend
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Name: Xxxxxxx X. Friend
Title: Vice President-Secretary
CORPORATE VISION INC.
By /s/ Xxxxxxx X. Friend
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Name: Xxxxxxx X. Friend
Title: Vice President-Secretary
HILLS DISTRIBUTING COMPANY
By /s/ Xxxxxxx X. Friend
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Name: Xxxxxxx X. Friend
Title: Vice President-Secretary
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"AGENT"
BANKAMERICA BUSINESS CREDIT,
INC., as the Agent
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Sr. Account Executive
"LENDERS"
BANKAMERICA BUSINESS CREDIT,
INC., as a Lender
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Sr. Account Executive
BANKBOSTON, N.A., as a Lender
By /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT,
INC., as a Lender
By /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: VP
CONGRESS FINANCIAL
CORPORATION, as a Lender
By /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
Title: First V.P.
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XXXXXX FINANCIAL, INC., as a Lender
By /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
Title: Sr. Vice Pres.
IBJ XXXXXXXX BUSINESS CREDIT
CORPORATION, as a Lender
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
LASALLE BUSINESS CREDIT, INC., as a
Lender
By /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: AVP
SANWA BUSINESS CREDIT
CORPORATION, as a Lender
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
TRANSAMERICA BUSINESS CREDIT
CORPORATION, as a Lender
By /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Sr Vice Pres
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Schedule I
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Lenders and Commitments
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Name Commitment
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BankAmerica Business Credit, Inc. $93,500,000
BankBoston, N.A. $25,000,000
The CIT Group/Business Credit, Inc. $25,000,000
Congress Financial Corporation $25,000,000
Xxxxxx Financial, Inc. $50,000,000
IBJ Xxxxxxxx Business Credit Corporation $16,500,000
LaSalle Business Credit, Inc. $25,000,000
Sanwa Business Credit Corporation $30,000,000
Transamerica Business Credit Corporation $50,000,000
