Exhibit 4.3
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SIXTH AMENDMENT
TO REVOLVING CREDIT AGREEMENT
Sixth Amendment to Revolving Credit Agreement dated as of July 27, 1995
(the "SIXTH AMENDMENT"), by and among SPECIALTY RETAILERS, INC., a Delaware
corporation ("SRI"), PALAIS ROYAL, INC., a Texas corporation (the "BORROWER"),
THE FIRST NATIONAL BANK OF BOSTON and the other lending institutions listed on
SCHEDULE 1 to the Credit Agreement (as hereinafter defined) (the "BANKS") and
THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (in such capacity, the
"AGENT"), amending certain provisions of the Revolving Credit Agreement dated as
of January 28, 1994 (as amended and in effect from time to time, the "CREDIT
AGREEMENT") by and among SRI, the Borrower, the Banks and the Agent. Terms not
otherwise defined herein which are defined in the Credit Agreement shall have
the same respective meanings herein as therein.
WHEREAS, SRI, the Borrower, the Banks and the Agent have agreed to
modify certain terms and conditions of the Credit Agreement as specifically set
forth in this Sixth Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ss.1. AMENDMENT TO ss.1 OF THE CREDIT AGREEMENT. Section 1.1 of the
Credit Agreement is hereby amended as follows:
(a) The definition of "Subordinated Debt" is hereby amended by
inserting immediately after the words "The Senior Subordinated Notes" in the
first sentence of such definition a comma and the words "the SRI Subordinated
Notes"; and
(b) By inserting the following definitions in the appropriate
alphabetical order:
"SRI SUBORDINATED NOTES. The 11% Series C Senior
Subordinated Notes Due 2003 and the 11% Series D Senior
Subordinated Notes Due 2003, issued pursuant to the SRI
Subordinated Notes Indenture in aggregate principal amount not
to exceed $18,250,000."
"SRI SUBORDINATED NOTES INDENTURE. The Indenture,
dated as of July 27, 1995, entered into between SRI and The
First National Bank of Boston as Trustee in connection with
the issuance of the SRI Subordinated Notes, in the form of the
counterpart previously delivered to the Agent, and as amended,
supplemented or modified from time to time as permitted by
ss.9.9."
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ss.2. AMENDMENT TO ss.8 OF THE CREDIT AGREEMENT. Section 8 of the
Credit Agreement is hereby amended by inserting immediately after ss.8.13 the
following:
ss.8.14. USE OF PROCEEDS OF SRI SUBORDINATED NOTES. SRI will
use the proceeds of the SRI Subordinated Notes solely for general
corporate purposes, including permitted acquisitions, of SRI and its
Subsidiaries.
ss.3. CONDITIONS TO EFFECTIVENESS. This Sixth Amendment shall not
become effective until the Agent receives the following:
(a) a counterpart of this Sixth Amendment executed by SRI, the
Borrower, the Banks and the Agent;
(b) a copy of the SRI Subordinated Notes Indenture and the SRI
Subordinated Notes, which SRI Subordinated Notes Indenture and SRI
Subordinated Notes shall be in form and substance satisfactory to the
Agent;
(c) evidence satisfactory to the Agent of the effectiveness of
the SRI Subordinated Notes Indenture;
(d) corporate resolutions of each of SRI and the Borrower
authorizing the transactions contemplated by this Sixth Amendment and
the SRI Subordinated Notes Indenture;
(e) a legal opinion of Xxxxxxxx & Xxxxx, counsel to SRI and
the Borrower, as to authorization, execution and delivery of this
Sixth Amendment, the SRI Subordinated Notes and SRI Subordinated Notes
Indenture and an opinion that the Indebtedness incurred pursuant to the
SRI Subordinated Notes Indenture constitutes Subordinated Debt;
(f) an amended and restated side letter between the Banks, the
Agent and the Borrower as to repayments under the Credit Agreement; and
(g) payment to the Agent, for the respective accounts of the
Banks, of an amendment fee in the amount of $10,000.
ss.4. REPRESENTATIONS AND WARRANTIES. Each of SRI and the Borrower
hereby repeats, on and as of the date hereof, each of the representations and
warranties made by it in ss.7 of the Credit Agreement, PROVIDED, that all
references therein to the Credit Agreement shall refer to such Credit Agreement
as amended hereby.
ss.5. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Sixth Amendment shall be read and construed as a
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single agreement. All references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.
ss.6. NO WAIVER. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of SRI, the
Borrower or any rights of the Agent or the Banks consequent thereon.
ss.7. COUNTERPARTS. This Sixth 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.
ss.8. GOVERNING LAW. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Sixth
Amendment as a document under seal as of the date first above written.
SPECIALTY RETAILERS, INC.
By: XXXXX X. XXXX
Title: Senior Vice President,
Secretary and Treasurer
PALAIS ROYAL, INC.
By: XXXXXX X. XXXXX
Title: VP Controller
THE FIRST NATIONAL BANK
OF BOSTON, individually and
as Agent
By: XXXXX XXXXXXX
Title: V.P.
UNION BANK
By: XXXXX XXXXXXXXXXXXX
Title: Vice President
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RATIFICATION OF GUARANTY
The undersigned guarantor (the "Guarantor") hereby acknowledges and
consents to the foregoing Sixth Amendment as of July 27, 1995 and agrees that
the Guaranty dated as of January 28, 1994, in favor of the Agent for the benefit
of the Agent and the Banks, and all other Loan Documents to which the Guarantor
is a party remain in full force and effect, and the Guarantor confirms and
ratifies all of its obligations thereunder.
SPECIALTY RETAILERS, INC.
By: XXXXX X. XXXX
Title: Senior Vice President,
Secretary and Treasurer
