Exhibit 10.14
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement is made as of this 18th day of
February, 2004 by and among
XX-XXX STORES, INC., an Ohio corporation, having a principal place of
business at 0000 Xxxxxx Xxxx, Xxxxxx, Xxxx 00000, as Lead Borrower for the
Borrowers, being
said XX-XXX STORES, INC., and
FCA of Ohio, Inc., an Ohio corporation, having a principal place of
business at 0000 Xxxxxx Xxxx, Xxxxxx, Xxxx 00000, and
House of Fabrics, Inc., a Delaware corporation, having a principal
place of business at 0000 Xxxxxx Xxxx, Xxxxxx, Xxxx 00000, and
Xx-Xxx Stores Supply Chain Management, Inc., an Ohio corporation,
having a principal place of business at 0000 Xxxxxx Xxxx, Xxxxxx,
Xxxx 00000
each of the Lenders party to the Credit Agreement (defined below)
(together with each of their successors and assigns, referred to
individually as a "Lender" and collectively as the "Lenders"), and
FLEET NATIONAL BANK, as Issuing Bank, a national banking association
having a place of business at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000; and
FLEET RETAIL GROUP, INC. (f/k/a Fleet Retail Finance Inc.), as
Administrative Agent and Collateral Agent for the Lenders, a Delaware
corporation, having its principal place of business at 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000; and
CONGRESS FINANCIAL CORPORATION, as Documentation Agent; and
GMAC COMMERCIAL FINANCE LLC (f/k/a GMAC Commercial Credit LLC), NATIONAL
CITY COMMERCIAL FINANCE, INC. AND THE CIT GROUP/BUSINESS CREDIT, INC., as
Co-Agents
in consideration of the mutual covenants herein contained and benefits to
be derived herefrom.
W I T N E S S E T H
A. Reference is made to the Credit Agreement (as amended and in effect,
the "Credit Agreement") dated as of April 24, 2001 by and among the Lead
Borrower, the Borrowers, the Lenders, the Issuing Bank, the Agents, the
Documentation Agent and the Co-Agents.
B. The parties to the Credit Agreement desire to modify, amend and waive
certain provisions of the Credit Agreement, as provided herein.
Accordingly, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
2. Amendments to Article I of the Credit Agreement. The provisions of
Article I of the Credit Agreement are hereby amended as follows:
a. by deleting the definition of "Indenture" in its entirety and
substituting the following in its stead:
"Indenture" means the Indenture dated May 5, 1999 with respect to
the Lead Borrower's issuance of 10 3/8% Senior Subordinated Notes in
the aggregate face amount of $150,000,000.00 due in 2007, as amended
by a Supplemental Indenture dated as of February 19, 2004.
b. by adding the following new definition in appropriate alphabetical
order:
"Subordinated Debt Indenture" shall mean the Indenture dated
February 26, 2004 among the Lead Borrower, certain of its
Subsidiaries, as Guarantors and National City Bank, as Trustee with
respect to the Lead Borrower's issuance of 7.50% Senior Subordinated
Notes in the aggregate face amount of $100,000,000 due in 2012.
3. Amendments to Article VI of the Credit Agreement. The provisions of
Article VI of the Credit Agreement are hereby amended as follows:
a. By deleting the provisions of Section 6.01(a)(vi) in its entirety
and substituting the following in its stead:
(vi) Indebtedness under the Indenture and any refinancings or
replacements of such Indebtedness provided that the Indebtedness
permitted hereunder, when aggregated with the Indebtedness permitted
pursuant to Sections 6.01(a)(x) and 6.01(a)(xi) hereof, shall not
exceed $225,000,000.
b. By deleting the provisions of Section 6.01(a)(x) in their entirety
and substituting the following in their stead:
(x) Indebtedness under the Subordinated Debt Indenture provided that
the Indebtedness permitted hereunder, when aggregated with the
Indebtedness permitted pursuant to Sections 6.01(a)(vi) and
6.01(a)(xi) hereof, shall not exceed $225,000,000; and
(xi) other unsecured Indebtedness provided that the Indebtedness
permitted hereunder, when aggregated with the Indebtedness permitted
pursuant to Sections 6.01(a)(vi) and 6.01(a)(x) hereof, shall not
exceed $225,000,000, and provided further that the terms of such
Indebtedness are reasonably acceptable to the Administrative Agent.
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c. By deleting the period at the end of Section 6.04(f) and adding the
following immediately thereafter:
; and
(g) in addition to Guarantees permitted pursuant to Section 6.04(d)
hereof, Guarantees of Indebtedness permitted under Section
6.01(a)(x) hereof.
d. By deleting the period and adding the following at the end of
Section 6.08:
; and (iv) the foregoing shall not apply to restrictions set forth
in the Subordinated Debt Indenture as in effect on February 26,
2004.
4. Limited Waiver. The Lenders hereby waive the provisions of Section
5.01(k) of the Credit Agreement which require the Loan Parties to furnish thirty
(30) Business Days prior notice of the incurrence of any Indebtedness. This
waiver is furnished solely in connection with the Loan Parties' incurrence of
Indebtedness under the Subordinated Debt Indenture and is not a continuing
waiver. The provisions of Section 5.01(k) shall remain in full force and effect
with respect to all other transactions.
5. Conditions Precedent to Effectiveness. This Third Amendment shall not
be effective until each of the following conditions precedent have been
fulfilled to the satisfaction of the Administrative Agent:
a. This Third Amendment shall have been duly executed and delivered by
the Borrowers and the Required Lenders, shall be in full force and
effect, and shall be in form and substance satisfactory to the
Administrative Agent and the Required Lenders.
b. All action on the part of the Borrowers necessary for the valid
execution, delivery and performance by the Borrowers of this Third
Amendment shall have been duly and effectively taken and evidence
thereof satisfactory to the Administrative Agent shall have been
provided to the Administrative Agent.
c. The Borrowers shall have provided such additional instruments and
documents to the Administrative Agent as the Administrative Agent
and Administrative Agent's counsel may have reasonably requested.
6. Miscellaneous.
a. This Third Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed
and delivered shall be an original, and all of which together shall
constitute one instrument.
b. This Third Amendment expresses the entire understanding of the
parties with respect to the transactions contemplated hereby. No
prior negotiations or discussions shall limit, modify, or otherwise
affect the provisions hereof.
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c. Any determination that any provision of this Third Amendment or any
application hereof is invalid, illegal or unenforceable in any
respect and in any instance shall not effect the validity, legality,
or enforceability of such provision in any other instance, or the
validity, legality or enforceability of any other provisions of this
Third Amendment.
d. The Borrowers shall pay on demand all costs and expenses of the
Agents, including, without limitation, reasonable attorneys' fees in
connection with the preparation, negotiation, execution and delivery
of this Third Amendment.
e. The Borrowers warrant and represent that the Borrowers have
consulted with independent legal counsel of the Borrowers' selection
in connection with this Third Amendment and are not relying on any
representations or warranties of the Agents, the Lenders or their
counsel in entering into this Third Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Third Amendment as
of the day and year first above written.
XX-XXX STORES, INC.
as Lead Borrower and Borrower
by /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: Vice President, Finance
-----------------------------------
FCA OF OHIO, INC.
as Borrower
by /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: Treasurer
-----------------------------------
HOUSE OF FABRICS, INC.
as Borrower
by /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: Treasurer
-----------------------------------
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XX-XXX STORES SUPPLY CHAIN MANAGEMENT, INC.
as Borrower
by /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: Treasurer
-----------------------------------
FLEET RETAIL GROUP, INC.,
as Administrative Agent, as Collateral
Agent, as Swingline Lender, and as Lender
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Name: Xxxxx X. Xxxx
------------------------------------
Title: Managing Director
-----------------------------------
FLEET NATIONAL BANK,
as Issuing Bank
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Name: Xxxxx X. Xxxx
------------------------------------
Title: Managing Director
-----------------------------------
CONGRESS FINANCIAL CORPORATION,
as Documentation Agent and Lender
By: /s/ Xxxx Xxxxxxxxxx, Xx.
--------------------------------------
Name: Xxxx Xxxxxxxxxx, Xx.
------------------------------------
Title: Vice President
-----------------------------------
GMAC COMMERCIAL FINANCE LLC
as Co-Agent and Lender
By: /s/ Xxxxxx Xxxx
--------------------------------------
Name: Xxxxxx Xxxx
------------------------------------
Title: Senior Vice President
-----------------------------------
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NATIONAL CITY COMMERCIAL FINANCE, INC.
as Co-Agent and Lender
By: /s/ Xxxxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxxxx X. Xxxxx
------------------------------------
Title: Senior Vice President
-----------------------------------
THE CIT GROUP/BUSINESS CREDIT, INC.
as Co-Agent and Lender
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
FOOTHILL CAPITAL CORPORATION
as Lender
By: /s/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
------------------------------------
Title: Assistant Vice President
-----------------------------------
THE PROVIDENT BANK
as Lender
By: /s/ Xxxx Xxx Xxxxxx
--------------------------------------
Name: Xxxx Xxx Xxxxxx
------------------------------------
Title: Credit Officer
-----------------------------------
COMERICA BANK
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
6
GENERAL ELECTRIC CAPITAL CORPORATION
as Lender
By: /s/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
------------------------------------
Title: Duly Authorized Signatory
-----------------------------------
SIEMENS FINANCIAL SERVICES, INC.
as Lender
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
------------------------------------
Title: Vice President - Credit
-----------------------------------
ORIX FINANCIAL SERVICES, INC.
as Lender
By: /s/ Xxxx X. Xxxx
--------------------------------------
Name: Xxxx X. Xxxx
------------------------------------
Title: Vice President
-----------------------------------
RZB FINANCE, LLC
as Lender
By: /s/ Xxxxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxx
------------------------------------
Title: Vice President
-----------------------------------
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxx
------------------------------------
Title: Vice President
-----------------------------------
US BANK N.A.
as Lender
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------------
Title: Assistant Vice President
-----------------------------------
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KEY BANK NATIONAL ASSOCIATION
as Lender
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
XXXXXXX BUSINESS CREDIT CORPORATION
(f/k/a Whitehall Business Credit
Corporation)
as Lender
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
LASALLE BUSINESS CREDIT, INC.
as Lender
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
SENIOR DEBT PORTFOLIO
as Lender
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
XXXXXXX & CO.
as Lender
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
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XXXXX XXXXX SENIOR INCOME TRUST
as Lender
By: Xxxxx Xxxxx Management as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
