SECOND AMENDMENT
SECOND AMENDMENT dated as of May 23, 1997 (this "AMENDMENT"), by and among
LAMONTS APPAREL, INC., a Delaware corporation and a debtor and debtor in
possession under Chapter 11 of the Bankruptcy Code (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 with its head office at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 (the "BANK"), and BANKBOSTON, N.A. (f/k/a "The First National Bank of
Boston"), as Agent (the "AGENT") amending certain provisions of the Debtor in
Possession and Exit Financing Loan Agreement by and among the Borrower, the
Bank, and the Agent dated as of June 4, 1996, as previously amended by a First
Amendment dated as of November 8, 1996 (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 Bank agree to amend the terms
of the Loan Agreement in certain respects; and
WHEREAS, the Bank is 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 receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
Section 1. AMENDMENTS TO DEFINITIONS. Section 1.1 of the Loan Agreement
is hereby amended as follows:
DEFINITION OF "BORROWING BASE." Section 1.1 of the Loan Agreement is
further amended by deleting the words "the lesser of (x) $1,910,000 or (y) 60%"
appearing in each of clause (a)(ii) and clause (b)(ii) of the definition of the
term "Borrowing Base," and substituting therefor, in each case, the words "the
lesser of (x) $1,600,000 or (y) 80%."
DEFINITION OF "DIP MATURITY DATE." Section 1.1 of the Loan Agreement is
further amended by deleting the words "June 30, 1997" appearing in clause (a) of
the definition of the term "DIP Maturity Date," and substituting therefor the
words "February 27, 1998."
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NEW DEFINITION OF "SECOND AMENDMENT ORDER." Section 1.1 of the Loan
Agreement is further amended by adding to Section 1.1 in the appropriate
location in the alphabetical sequence the following new definition:
"SECOND AMENDMENT ORDER. See the Second Amendment, dated as of May 23,
1997, to this Agreement."
DEFINITION OF "FINANCING ORDER." From and after the effectiveness of this
Amendment, the term "Financing Order" as referred to in the Loan Documents shall
refer to the Financing Order as in effect immediately prior to the effective
time of this Amendment, as supplemented by the final order (the "Second
Amendment Order") of the Bankruptcy Court approving this Amendment.
Section 2. AMENDMENT TO SECTION 2.2(D) OF THE LOAN AGREEMENT. Section
2.2(d) of the Loan Agreement is hereby amended by inserting after the words
"during the period beginning on December 15, 1996, and ending on January 31,
1997," appearing in Section 2.2(d) the words "and, if the Exit Facility Date has
not then occurred, also during the period beginning on December 15, 1997, and
ending on January 31, 1998."
Section 3. AMENDMENT TO SECTION 2.4(E) OF THE LOAN AGREEMENT. Section
2.4(e) of the Loan Agreement is hereby amended by deleting the words "during
each of the period beginning on December 15, 1997 and ending on January 15, 1998
and the period beginning on December 15, 1998 and ending on January 15, 1999"
appearing in Section 2.4(e) and by substituting therefor the words "during each
period beginning on December 15 of any calendar year and ending on January 31 of
the immediately following calendar year."
Section 4. AMENDMENT OF SECTION 8 OF THE LOAN AGREEMENT. Section 8 of
the Loan Agreement is amended by deleting subsection (t) thereof in its entirety
and substituting therefor the following:
"(t) On and after the Effective Date, the Financing Order has been
entered, has not been reversed, stayed, or (except as provided in the
Interim Amendment Order, the Final Amendment Order, or the Second Amendment
Order, or with the written approval of the Agent) modified, amended or
supplemented, and remains in full force and effect."
Section 5. AMENDMENT TO SECTION 10.1(A)(VI) OF THE LOAN AGREEMENT.
Section 10.1(a)(vi) of the Loan Agreement is hereby amended by inserting after
the words "January 29, 2000," appearing in Section 10.1(a)(vi) the words "or
any subsequent fiscal year in which the Exit Maturity Date is scheduled to
occur."
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Section 6. AMENDMENT TO SECTION 10.2(L) OF THE LOAN AGREEMENT. Section
10.2(l) of the Loan Agreement is hereby amended by deleting the words "July 3,
1999," appearing in Section 10.2(l) and by substituting therefor the words
"February 27, 2000."
Section 7. AMENDMENTS TO SECTION 10.3 OF THE LOAN AGREEMENT. Section 10.3
of the Loan Agreement is hereby amended as follows:
CAPITAL EXPENDITURES (SECTION 10.3(A)). Section 10.3(a) of the Loan
Agreement is amended by striking the last period and amount set forth in the
table in Section 10.3(a) and by substituting therefor the following periods and
amounts:
PERIOD AMOUNT
------------------------------------ ----------
January 31, 1999 - February 5, 2000 $5,500,000
February 6, 2000 - February 27, 2000 $1,000,000
Section 10.3(a) of the Loan Agreement is further amended by deleting the words
"January 31, 1999 through July 3, 1999" appearing in the parenthetical following
the table and substituting therefor the words "January 31, 2000 through February
27, 2000."
CONSOLIDATED EBITDA UNTIL EXIT FACILITY DATE (SECTION 10.3(B)). Section
10.3(b) of the Loan Agreement is amended by inserting in the table in Section
10.3(b), following the last date and amount, the following dates and amounts:
MINIMUM CUMULATIVE
CONSOLIDATED EBITDA
DATE SINCE FEBRUARY 4, 1996
----------------- ----------------------
July 5, 1997 $5,000,000
August 2, 1997 $5,600,000
August 30, 1997 $6,200,000
October 4, 1997 $7,000,000
November 1, 1997 $7,300,000
November 29, 1997 $8,100,000
January 3, 1998 $14,000,000
January 31, 1998 $12,500,000
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MINIMUM/MAXIMUM INVENTORY UNTIL EXIT FACILITY DATE (SECTION 10.3(C)).
Section 10.3(c) of the Loan Agreement is amended by inserting in the table in
Section 10.3(c), following the last date and amounts, the following dates and
amounts:
DATE MINIMUM AMOUNT MAXIMUM AMOUNT
-------------- -------------- --------------
July 5, 1997 $41,400,000 $50,600,000
August 2, 1997 $39,300,000 $48,000,000
August 30, 1997 $38,000,000 $46,500,000
October 4, 1997 $43,000,000 $52,500,000
November 1, 1997 $48,100,000 $58,700,000
November 29, 1997 $51,800,000 $63,300,000
January 3, 1998 $35,200,000 $43,100,000
January 31, 1998 $35,400,000 $43,300,000
MINIMUM/MAXIMUM INVENTORY ON AND AFTER EXIT FACILITY DATE IF A CAPITAL
RAISING EVENT HAS NOT OCCURRED (SECTION 10.3(D)). Section 10.3(d) of the
Loan Agreement is amended by deleting the dates and amounts following May 3,
1997 in the table in Section 10.3(d), and inserting in place thereof the
following dates and amounts:
DATE MINIMUM AMOUNT MAXIMUM AMOUNT
-------------- -------------- --------------
August 2, 1997 $39,300,000 $48,000,000
November 1, 1997 $48,100,000 $58,700,000
January 31, 1998 $35,400,000 $43,300,000
May 2, 1998 $37,200,000 $45,600,000
August 1, 1998 $40,100,000 $49,000,000
October 31, 1998 $49,100,000 $59,900,000
January 30, 1999 $36,100,000 $44,200,000
May 1, 1999 $37,900,000 $46,500,000
July 31, 1999 $40,900,000 $50,000,000
November 6, 1999 $50,100,000 $61,100,000
February 5, 2000 $36,800,000 $45,100,000
DEBT SERVICE COVERAGE RATIO ON AND AFTER EXIT FACILITY DATE IF A CAPITAL
RAISING EVENT HAS NOT OCCURRED (SECTION 10.3(E)). Section 10.3(e) of the
Loan Agreement is amended by inserting immediately in the table in Section
10.3(e), following the last date and ratio, the following new dates and
ratios:
DATE MINIMUM RATIO
--------------- -------------
August 2, 1999 1.00 to 1.00
November 6, 1999 1.00 to 1.00
February 5, 2000 1.00 to 1.00
MINIMUM/MAXIMUM INVENTORY ON AND AFTER EXIT FACILITY DATE IF A CAPITAL
RAISING EVENT HAS OCCURRED (SECTION 10.3(F)). Section 10.3(f) of the Loan
Agreement is
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amended by deleting the dates and amounts following May 3, 1997 in the table
in Section 10.3(f), and inserting in place thereof the following dates and
amounts:
DATE MINIMUM AMOUNT MAXIMUM AMOUNT
---------------- -------------- --------------
August 2, 1997 $39,300,000 $48,000,000
November 1, 1997 $48,100,000 $58,700,000
January 1, 1998 $35,400,000 $43,300,000
May 2, 1998 $39,700,000 $48,100,000
August 1, 1998 $42,600,000 $51,500,000
October 31, 1998 $51,600,000 $62,400,000
January 30, 1999 $38,600,000 $46,700,000
May 1, 1999 $40,400,000 $49,000,000
July 31, 1999 $43,400,000 $52,500,000
November 6, 1999 $52,600,000 $63,600,000
February 5, 2000 $39,300,000 $47,600,000
DEBT SERVICE COVERAGE RATIO ON AND AFTER EXIT FACILITY DATE IF A CAPITAL
RAISING EVENT HAS OCCURRED (SECTION 10.3(G)). Section 10.3(g) of the Loan
Agreement is amended by inserting immediately in the table in Section
10.3(g), following the last date and ratio, the following new dates and
ratios:
DATE MINIMUM RATIO
-------------- -------------
August 2, 1999 2.00 to 1.00
November 6, 1999 2.00 to 1.00
February 5, 2000 2.00 to 1.00
Section 8. AMENDMENTS TO EXHIBITS. The Exhibits to the Loan Agreement
are hereby amended as follows:
EXHIBT A (FORM OF BORROWING BASE REPORT) AND EXHIBIT E (FORM OF
COMPLIANCE CERTIFICATE). Exhibit A and Exhibit E of the Loan Agreement are
hereby amended by deleting Exhibit A (Form of Borrowing Base Report), and
Exhibit E (Form of Compliance Certificate) thereof in their entirety and
substituting in place thereof the Form of Borrowing Base Report, and Form of
Compliance Certificate attached hereto, as Exhibit A, and Exhibit E,
respectively.
EXHIBIT D (FORM OF EXIT NOTE). Exhibit D to the Loan Agreement is hereby
amended by deleting the date "[__________], 1996" appearing on page one
thereof and substituting therefor, the date "[____________], 199__".
Section 9. AMENDMENT FEE. The Borrower agrees to pay to the Agent, for
the PRO RATA accounts of the Banks, a Second Amendment amendment fee (the
"Amendment Fee") in the amount of $40,000. A portion of the Amendment Fee
equal to $20,000 shall be payable within one Business Day following entry by
the Bankruptcy Court of the Second Amendment Order, and the balance shall be
paid
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to the Agent ninety (90) days after entry of such order. The Borrower hereby
acknowledges and agrees that failure to pay either portion of the Amendment
Fee when due under this Section 9 shall constitute an Event of Default. The
Borrower hereby authorizes the Agent to debit its Operating Account to pay
the applicable portion of the Amendment Fee as and when due under this
Section 9.
Section 10. REPRESENTATIONS, WARRANTIES AND COVENANTS; NO DEFAULT;
AUTHORIZATION. The Borrower hereby represents, warrants and covenants to the
Agent as follows:
(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) Upon entry of the Second Amendment Order, this Amendment shall
constitute the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms.
Section 11. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to satisfaction of the following conditions on or
prior to June 26, 1997:
(a) The Agent shall have received copies, certified by a duly authorized
officer of the Borrower as of the date hereof, of the resolution of the board
of directors of the Borrower approving the transactions contemplated hereby
and the execution and delivery of this Amendment, and as to the titles,
incumbency, and specimen signatures of the officers signing this Amendment
and the documents relating thereto.
(b) The Agent shall have received a certificate of a duly authorized
officer of the Borrower (i) certifying that no amendments to the certificate
or articles of incorporation or organization of the Borrower have been
undertaken since such documents were last delivered to the Agent on the
Effective Date, and (ii) certifying that no amendments to the by-laws of the
Borrower have been undertaken since such documents were last delivered to the
Agent on the Effective Date.
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(c) The Agent shall have received evidence that the Bankruptcy Court
shall have entered the Second Amendment Order, which must be satisfactory in
all respects to the Agent and the Agent's Special Counsel, following
requisite and proper prior notice of at least fifteen (15) days to the
required parties in interest in the Case, and a related final hearing in the
Case if required by the Bankruptcy Court, under Section 364(c) of the
Bankruptcy Code and Bankruptcy Rule 4001(c) with respect to the matters set
forth in this Amendment. The Second Amendment Order shall be in full force
and effect and shall not have been reversed, modified, amended or stayed in
any respect. If the Second Amendment Order is the subject of a pending
appeal in any respect, none of the Second Amendment Order, the making of the
Loans, the issuance, extension or renewal of any Letters of Credit, or the
performance by the Borrower of any of its obligations under any of the Loan
Documents shall be the subject of a presently effective stay pending appeal.
The Borrower, the Agent and the Banks shall be entitled to rely in good faith
upon the Second Amendment Order notwithstanding any objection thereto or
appeal therefrom by any interested party. The Borrower, the Agent and the
Banks shall be permitted and required to perform their respective obligations
in compliance with this Amendment and the Loan Agreement notwithstanding any
such objection or appeal unless the Second Amendment Order has been stayed by
a court of competent jurisdiction.
(d) The Agent shall have received from the Borrower the most recently
required Borrowing Base Report as well as such other documents or instruments
relating hereto as the Agent shall have reasonably requested.
(e) The Agent shall have received a favorable legal opinion addressed to
the Banks and the Agent, dated as of the date hereof, in form and substance
satisfactory to the Agent, from Xxxx, Xxxxxxx & Cleveland, counsel to the
Borrower.
Section 12. 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 or the DIP Notes shall hereafter refer to the Loan
Agreement or the DIP Notes as amended hereby.
Section 13. 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 Obligations, any other obligations of the Borrower, or any right of the
Agent or any Bank consequent thereon.
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Section 14. 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 15. 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), AND,
PRIOR TO THE EXIT FACILITY DATE, BUT ONLY TO THE EXTENT APPLICABLE, THE
PROVISIONS OF THE BANKRUPTCY CODE.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as
a sealed instrument as of the date first above written.
LAMONTS APPAREL, INC.
debtor and debtor in possession
By: ____________________________
Name:
Title:
BANKBOSTON, N.A.
for itself and as Agent
By:____________________________
Name:
Title:
EXHIBIT A
FORM OF BORROWING BASE REPORT AND WORKSHEETS
FORM OF
BORROWING BASE REPORT
---------------------
Dated:_____________
For Period Ended: _____________________
The undersigned, __________, the duly elected and qualified
_________________ of Lamonts Apparel, Inc., [debtor and debtor in possession*]
(the "Borrower"), hereby certifies pursuant to Section 10.1(a)(iv) of the
Debtor in Possession and Exit Financing Loan Agreement, dated as of June 4,
1996 (as amended, modified, supplemented or restated and in effect from time
to time, the "Loan Agreement"), among the Borrower, BankBoston, N.A. (f/k/a
"The First National Bank of Boston") and the other lending institutions that
are or may become parties thereto from time to time (collectively, the
"Banks") and BankBoston, N.A. (f/k/a "The First National Bank of Boston") in
its capacity as agent (the "Agent") for the Banks, that (a) the information
set forth in this Borrowing Base Report was true and correct as of the last
day of the period specified herein, (b) this Borrowing Base Report has been
prepared in accordance with the applicable provisions of the Loan Agreement
relating to the computation of the Borrowing Base and the various components
thereof, and (c) as of the date of this Borrowing Base Report, there exists
no Default or Event of Default.
Capitalized terms used herein without definition that are defined in the
Loan Agreement shall have the same meanings herein as in the Loan Agreement.
LAMONTS APPAREL, INC., [DEBTOR
AND DEBTOR IN POSSESSION*]
By:______________________________
Name:
Title:
*Applicable only for the period of time prior to the Exit Facility Date
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BORROWING BASE AS OF __________, 19 FOR THE PERIOD ENDED _________, 19__
PRE-EXIT FACILITY DATE BORROWING BASE REPORT WORKSHEET
Book Value of inventory $__________
Less: consigned inventory $__________
returns not of first quality __________
obsolete inventory __________
inventory liened other than to Agent __________
inventory not in possession of Borrower
with no acceptale waiver __________
inventory held by Assembly with no
acceptable waiver __________
inventory outside the United States of
America __________
inventory shipped to a customer(s) __________
inventory not at a Permitted Inventory
Location __________
damaged inventory __________
inventory deemed ineligible by Agent __________
Total $
Eligible Inventory $__________
Gross inventory availability (Eligible Inventory
x___%) $__________
Less: Inventory Shrink Reserve (Book Value
x__%) $__________
Net inventory availability $__________
Kitsap Store availability:
the lesser of $1,600,000 or 80% of the
Kitsap Store appraisal $__________
Gross Availability (Net inventory availability
plus Kitsap Store availability) $__________
Less: outstanding DIP Loans $__________
outstanding Letters of Credit
Total $
Net availability $__________
POST EXIT FACILITY DATE BORROWING BASE REPORT
WORKSHEET WITH NO CAPITAL RAISING EVENT
Book Value of inventory $__________
Less: consigned inventory $__________
returns not of first quality __________
obsolete inventory __________
inventory liened other than to Agent __________
inventory not in possession of Borrower
with no acceptale waiver __________
inventory held by Assembly with no
acceptable waiver __________
inventory outside the United States of
America __________
inventory shipped to a customer(s) __________
inventory not a Permitted Inventory
Location __________
damaged inventory __________
inventory deemed ineligible by Agent __________
Total $
Eligible Inventory $__________
Gross inventory availability (Eligible Inventory
x___%) $__________
Less: Inventory Shrink Reserve (Book Value
x__%) $__________
Landlord Lien Reserves __________
Total $
Net inventory availability $__________
Kitsap Store availability:
the lesser of $1,600,000 or 80% of the
Kitsap Store appraisal $__________
Gross Availability (Net inventory availability
plus Kitsap Store availability) $__________
Less: outstanding Exit Loans $__________
outstanding Letters of Credit __________
Total $
Net availability $__________
POST EXIT FACILITY DATE BORROWING BASE REPORT
WORKSHEET AFTER A CAPITAL RAISING EVENT
Book Value of inventory $__________
Less: consigned inventory $__________
returns not of first quality __________
obsolete inventory __________
inventory liened other than to Agent __________
inventory not in possession of Borrower
with no acceptale waiver __________
inventory held by Assembly with no
acceptable waiver __________
inventory outside the United States of
America __________
inventory shipped to a customer(s) __________
inventory not a Permitted Inventory
Location __________
damaged inventory __________
inventory deemed ineligible by Agent __________
Total $
Eligible Inventory $__________
Gross inventory availability (Eligible Inventory
x 65%) $__________
Less: Inventory Shrink Reserve (Book Value
x__%) $__________
Landlord Lien Reserves __________
Total $
Net inventory availability $__________
Less: outstanding Exit Loans $__________
outstanding Letters of Credit __________
Total $
Net availability $__________
EXHIBIT E
FORM OF COMPLIANCE CERTIFICATE AND WORKSHEET
EXHIBIT E
---------
FORM OF
COMPLIANCE CERTIFICATE
----------------------
_______ __, 199__
To the Banks party to the Loan
Agreement referred to below
c/o BankBoston, N.A. (f/k/a "The First National Bank of Boston")
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Director
Ladies and Gentlemen:
Reference is made to the Debtor in Possession and Exit Financing Loan
Agreement, dated as of June 4, 1996 (as amended, modified, supplemented or
restated and in effect from time to time, the "Loan Agreement"), by and among
Lamonts Apparel, Inc., [debtor and debtor in possession*] (the "Borrower"),
BankBoston, N.A. (f/k/a "The First National Bank of Boston") and the other
lending institutions party thereto (collectively, the "Banks") and
BankBoston, N.A. (f/k/a "The First National Bank of Boston") in its capacity
as agent (the "Agent") for the Banks. Capitalized terms used herein without
definition that are defined in the Loan Agreement shall have the respective
meanings assigned to such terms in the Loan Agreement.
This Compliance Certificate refers to the financial statements enclosed
herewith for the fiscal [year] [quarter] [month] ended _______. Pursuant to
Section 10.1(a)(iii) of the Loan Agreement, the Borrower, by the undersigned
officer of the Borrower (who has reviewed the Loan Documents) hereby
certifies to each of you as follows: (a) the information furnished in the
calculations attached hereto was true and correct as of the last day of the
fiscal [year] [quarter] [month] referred to above, which is the end of the
fiscal [year] [quarter] [month] next preceding the date of this certificate;
(b) as of the date of this certificate, there exists no Default or Event of
Default; and (c) the financial statements delivered herewith were prepared in
accordance with generally accepted accounting principles and the requirements
of the Loan Agreement.
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IN WITNESS WHEREOF, Lamonts Apparel, Inc. has executed this Compliance
Certificate as of the date first written above.
LAMONTS APPAREL, INC., [DEBTOR
AND DEBTOR IN POSSESSION*]
By:_______________________________
Name:
Title:
*Applicable only for the period of time prior to the Exit Facility Date
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COMPLIANCE CERTIFICATE WORKSHEET
LAMONTS APPAREL, INC.
SECTION GENERAL COVENANT DESCRIPTION COMPLIANCE
------- ---------------------------- ----------
10.2(a)(ii) $100,000 limit on certain priority claims yes/no
10.2.(a)(iii) $100,000 limit on Section 364 priority claims yes/no
10.2.(b)(v) $______ limit on purchase money Indebtedness/ yes/no
Capitalized Leases
10.2.(f)(y) $100,000 twelve month obsolete F&E limit yes/no
10.2.(g)(D) $100,000 limit on certain Indebtedness payments yes/no
10.2(l) Limit on number of stores and retail outlets yes/no
PERIOD MAXIMUM NUMBER ACTUAL
------ -------------- ------
5/5/96 - 2/1/97 42 _____
2/2/96 - 1/31/98 44 _____
2/1/98 - 1/30/99 48 _____
1/31/99 - 2/27/00 52 _____
10.3(a) Limit on Capital Expenditures yes/no
PERIOD LIMIT CARRY-OVER REVISED LIMIT ACTUAL
------ ----- ---------- ------------- ------
2/4/96 - 2/1/97 $1,500,000 0 $1,500,000 _________
2/2/97 - 1/31/98 $2,500,000 _______ _______ _________
2/1/98 - 1/30/99 $6,500,000 _______ _______ _________
1/31/99 - 2/5/00 $5,500,000 _______ _______ _________
1/31/00 - 2/27/00 $1,000,000 _______ _______ _________
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10.3(b) Minimum Cumulative Consolidated EBITDA yes/no
Minimum
DATE SINCE 2/4/96 ACTUAL
---- ------------ ------
5/4/96 ($ 2,900,000) ______
6/1/96 ($ 2,700,000) ______
7/6/96 ($ 2,600,000) ______
8/3/96 ($ 1,800,000) ______
8/31/96 ($ 1,050,000) ______
10/5/96 ($ 200,000) ______
11/2/96 $ 500,000 ______
11/30/96 $ 800,000 ______
1/4/97 $ 7,600,000 ______
2/1/97 $ 5,900,000 ______
3/1/97 $ 4,600,000 ______
4/5/97 $ 4,700,000 ______
5/3/97 $ 3,900,000 ______
5/31/97 $ 4,100,000 ______
7/5/97 $ 5,000,000 ______
8/2/97 $ 5,600,000 ______
8/30/97 $ 6,200,000 ______
10/4/97 $ 7,000,000 ______
11/1/97 $ 7,300,000 ______
11/29/97 $ 8,100,000 ______
1/3/98 $14,000,000 ______
1/31/98 $12,500,000 ______
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10.3.(c) Pre-Exit Facility Date Minimum/Maximum yes/no
Inventory Limits
ACTUAL ACTUAL
DATE MINIMUM AMOUNT MAXIMUM AMOUNT MINIMUM MAXIMUM
---- -------------- -------------- ------- -------
May 4, 1996 $35,400,000 $43,400,000 _______ _______
June 1, 1996 $36,900,000 $45,200,000 _______ _______
July 6, 1996 $36,600,000 $44,800,000 _______ _______
August 3, 1996 $36,200,000 $44,300,000 _______ _______
August 31, 1996 $37,800,000 $46,300,000 _______ _______
October 5, 1996 $39,100,000 $47,900,000 _______ _______
November 2, 1996 $43,500,000 $53,300,000 _______ _______
November 30, 1996 $47,500,000 $58,200,000 _______ _______
January 4, 1997 $31,000,000 $38,000,000 _______ _______
February 1, 1997 $31,100,000 $38,100,000 _______ _______
March 1, 1997 $34,300,000 $42,100,000 _______ _______
April 5, 1997 $34,000,000 $41,700,000 _______ _______
May 3, 1997 $35,400,000 $43,400,000 _______ _______
May 31, 1997 $37,000,000 $45,300,000 _______ _______
July 5, 1997 $41,400,000 $50,600,000 _______ _______
August 2, 1997 $39,300,000 $48,000,000 _______ _______
August 30, 1997 $38,000,000 $46,500,000 _______ _______
October 4, 1997 $43,000,000 $52,500,000 _______ _______
November 1, 1997 $48,100,000 $58,700,000 _______ _______
November 29, 1997 $51,800,000 $63,300,000 _______ _______
January 3, 1998 $35,200,000 $43,100,000 _______ _______
January 31, 1998 $35,400,000 $43,300,000 _______ _______
-6-
10.3.(d) Minimum/Maximum Inventory Limit With No yes/no
Capital Raising Event
DATE MINIMUM AMOUNT MAXIMUM AMOUNT ACTUAL MINIMUM ACTUAL MAXIMUM
---- -------------- -------------- -------------- --------------
November 2, 1996 $43,500,000 $53,300,000 ______________ ______________
February 1, 1997 $31,100,000 $38,100,000 ______________ ______________
May 3, 1997 $35,400,000 $43,400,000 ______________ ______________
August 2, 1997 $39,300,000 $48,000,000 ______________ ______________
November 1, 1997 $48,100,000 $58,700,000 ______________ ______________
January 31, 1998 $35,400,000 $43,300,000 ______________ ______________
May 2, 1998 $37,200,000 $45,600,000 ______________ ______________
August 1, 1998 $40,100,000 $49,000,000 ______________ ______________
October 31, 1998 $49,100,000 $59,900,000 ______________ ______________
January 30, 1999 $36,100,000 $44,200,000 ______________ ______________
May 1, 1999 $37,900,000 $46,500,000 ______________ ______________
July 31, 1999 $40,900,000 $50,000,000 ______________ ______________
November 6, 1999 $50,100,000 $61,100,000 ______________ ______________
February 5, 2000 $36,800,000 $45,100,000 ______________ ______________
10.3.(e) Debt Service Coverage Ratio with No Capital yes/no
Raising Event
ACTUAL
DATE MINIMUM RATIO RATIO (A)
---- ------------- ---------
November 2, 1996 0.22 to 1.00 _________
February 1, 1997 1.00 to 1.00 _________
May 3, 1997 1.00 to 1.00 _________
August 2, 1997 0.95 to 1.00 _________
November 1, 1997 1.00 to 1.00 _________
January 31, 1998 1.00 to 1.00 _________
May 2, 1998 1.00 to 1.00 _________
August 1, 1998 1.00 to 1.00 _________
October 31, 1998 1.00 to 1.00 _________
January 30, 1999 1.00 to 1.00 _________
May 1, 1999 1.00 to 1.00 _________
August 2, 1999 1.00 to 1.00 _________
November 6, 1999 1.00 to 1.00 _________
February 5, 2000 1.00 to 1.00 _________
-7-
10.3.(f) Minimum/Maximum Inventory Limits With a yes/no
Capital Raising Event
DATE MINIMUM AMOUNT MAXIMUM AMOUNT ACTUAL MINIMUM ACTUAL MAXIMUM
---- -------------- -------------- -------------- --------------
November 2, 1996 $47,000,000 $57,600,000 ______________ ______________
February 1, 1997 $33,000,000 $40,400,000 ______________ ______________
May 3, 1997 $39,000,000 $47,800,000 ______________ ______________
August 2, 1997 $39,300,000 $48,000,000 ______________ ______________
November 1, 1997 $48,100,000 $58,700,000 ______________ ______________
January 1, 1998 $35,400,000 $43,300,000 ______________ ______________
May 2, 1998 $39,700,000 $48,100,000 ______________ ______________
August 1, 1998 $42,600,000 $51,500,000 ______________ ______________
October 31, 1998 $51,600,000 $62,400,000 ______________ ______________
January 30, 1999 $38,600,000 $46,700,000 ______________ ______________
May 1, 1999 $40,400,000 $49,000,000 ______________ ______________
July 31, 1999 $43,400,000 $52,500,000 ______________ ______________
November 6, 1999 $52,600,000 $63,600,000 ______________ ______________
February 5, 2000 $39,300,000 $47,600,000 ______________ ______________
10.3.(g) Debt Service Coverage Ratio with a Capital yes/no
Raising Event
ACTUAL
DATE MINIMUM RATIO RATIO (A)
---- ------------- ---------
November 2, 1996 0.32 to 1.00 _________
February 1, 1997 1.30 to 1.00 _________
May 3, 1997 1.66 to 1.00 _________
August 2, 1997 1.90 to 1.00 _________
November 1, 1997 2.00 to 1.00 _________
January 31, 1998 2.00 to 1.00 _________
May 2, 1998 2.00 to 1.00 _________
August 1, 1998 2.00 to 1.00 _________
October 31, 1998 2.00 to 1.00 _________
January 30, 1998 2.00 to 1.00 _________
May 1, 1999 2.00 to 1.00 _________
August 2, 1999 2.00 to 1.00 _________
November 6, 1999 2.00 to 1.00 _________
February 5, 2000 2.00 to 1.00 _________
-8-
(a) Debt Service Coverage Ratio Calculation Summary
Operating Cash Flow:
Consolidated EBITDA _____________
minus cash taxes _____________
minus cash Capital expenditures _____________
Operating Cash Flow
Total Debt Service:
Consolidated Total Interest Expense _____________
plus non-excluded cash financing fees _____________
plus principal Indebtedness payments _____________
plus principal Capitalized lease payments _____________
Total Debt Service
Operating Cash Flow divided by Total Debt Service _____________
