Exhibit 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "Amendment") is
entered into as of July 8, 1999, among Wickes Inc. (the "Borrower"), Bank
Boston, N.A., as Administrative Agent (the "Agent"), as Issuing Bank and as
a Lender, NationsBank, N.A., as Documentation Agent and as a Lender, and
the other Lenders set forth on the signature pages hereto.
W I T N E S S E T H
WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of February 17, 1999 (the "Credit Agreement";
capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Credit Agreement);
WHEREAS, the Borrower has requested that the Credit Agreement be
amended in certain respects.
NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto agree as
follows:
1. Amendments to Credit Agreement. Subject to the satisfaction
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of the conditions set forth in Section 2 below, the Credit Agreement is
amended as follows:
(a) Section 1.1 of the Credit Agreement is amended by amending
and restating the definition of "Unused Availability" to read as follows:
Unused Availability shall mean, on any date, the
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Borrowing Base, less the sum of (i) the Letter of
Credit Obligations on such date and (ii) the aggregate
outstanding principal balance of the Revolving Loans on
such date.
(b) Section 4.5 of the Credit Agreement is amended and restated to
read as follows:
Promptly following the last Business Day of each
calendar month hereafter and on the Expiration Date,
the Borrower shall pay to the Agent for the pro rata
benefit of each of the Lenders a non-refundable fee
equal to the weighted average amount during such month
by which the Total Commitments exceed the sum of
(a) the aggregate face amount of outstanding Letters of
Credit and (b) the aggregate outstanding principal
balance of the Revolving Loans, multiplied by one-
quarter of one percent (0.25%) per annum (the "Unused
Line Fee").
2. Conditions. The effectiveness of this Amendment is
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conditioned on the prior satisfaction of the following conditions:
(a) Borrower and each other Person listed on the signature pages
hereto shall have executed and delivered a counterpart of this Amendment to
the Agent; and
(b) No Default or Event of Default shall exist or will be caused
by the consummation of the transactions contemplated hereby.
3. Miscellaneous.
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(a) Governing Law. This Amendment shall be a contract made
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under and governed by the internal laws of the State of Massachusetts.
(b) Counterparts. This Amendment may be executed in any number
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of counterparts, and by the parties hereto on the same or separate
counterparts, and each such counterpart, when executed and delivered, shall
be deemed to be an original, but all such counterparts shall together
constitute one and the same Amendment.
(c) Reference to Credit Agreement. Each reference in the Credit
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Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import, and each reference to the Credit Agreement in any other Credit
Documents, or other agreements, documents or other instruments executed and
delivered pursuant to the Credit Agreement, shall mean and be a reference
to the Credit Agreement, as amended by this Amendment.
(d) Costs and Expenses. The Borrower agrees to pay on demand
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all costs and expenses (including the reasonable fees and disbursements of
counsel and other professionals) paid or incurred by the Agent in
connection with this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed and delivered by their duly authorized
officers as of the day and year first above written.
BORROWER:
WICKES INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
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Its Vice President
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AGENT:
BANKBOSTON, N.A.,
as Agent
By /s/ Xxxxxxx X. XxXxxxxxx
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Its Managing Director
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DOCUMENTATION AGENT:
BANK OF AMERICA, N.A.
(formerly NationsBank, N.A.),
as Documentation Agent
By /s/ X.X. Xxxxxx
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Its Senior Vice President
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ISSUING BANK:
BANKBOSTON, N.A.
By /s/ Xxxxxxx X. XxXxxxxxx
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Its Managing Director
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LENDERS:
BANKBOSTON, N.A.
By /s/ Xxxxxxx X. XxXxxxxxx
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Its Managing Director
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FOOTHILL CAPITAL CORPORATION
By /s/ Xxxx Xxxxxxxx
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Its Vice President
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BANK OF AMERICA, N.A.
(formerly NationsBank, N.A.)
By /s/ X.X. Xxxxxx
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Its Senior Vice President
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LASALLE NATIONAL BANK
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Its Senior Vice President
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THE CIT GROUP/BUSINESS CREDIT, INC.
By /s/ Bond Xxxxxxxx
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Its Assistant Vice President
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FLEET CAPITAL CORPORATION
By /s/ Art Xxxxxxxxx
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Its Vice President
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CONGRESS FINANCIAL CORPORATION
(CENTRAL)
By /s/ Xxxxx Xxxx
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Its Vice President
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4
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By /s/ Xxxx X. Xxxxxx
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Its Vice President
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