FIRST AMENDMENT
FIRST AMENDMENT dated as of January 8, 1998 (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, as Revolving Credit Bank and Term Loan Lender (the "BANK"), and
BANKBOSTON, N.A. (f/k/a "The First National Bank of Boston"), as Agent (the
"AGENT") amending certain provisions of the Amended and Restated Debtor in
Possession and Exit Financing Loan Agreement by and among the Borrower, the
Bank, and the Agent dated as of September 26, 1997 (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 "DIP MATURITY DATE." Section 1.1 of the Loan Agreement is
amended by deleting the word "and" following clause (b) thereof, and deleting
the entire clause (c) of the definition of the term "DIP Maturity Date."
Section 2. AMENDMENT TO SECTION 10.1(a)(ii) OF THE LOAN AGREEMENT.
Section 10.1(a)(ii) of the Loan Agreement is hereby amended by inserting after
clause (A) thereof, "(provided that the information contained in the foregoing
clause (A) for the month of December 1997 shall be delivered on or before
January 20, 1998)".
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Section 3. 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; and
(b) This Amendment has been duly authorized, executed and delivered by the
Borrower.
Section 4. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to the Agent's receipt on or prior to January 9, 1998
of each of (a) a copy of this Amendment executed by the Borrower; and (b)
written confirmation of approval of this Amendment executed by the Surety and
written ratification of the Supplemental Guaranty (as defined in the Purchase
and Guaranty Agreement) executed by the Guarantor (as defined in the Purchase
and Guaranty Agreement), each in form and substance satisfactory to the Agent.
Section 5. 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 shall hereafter refer to the Loan Agreement as amended
hereby.
Section 6. 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.
Section 7. 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 8. GOVERNING LAW. THIS AMENDMENT SHALL FOR ALL PURPOSES BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
COMMONWEALTH OF
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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: /s/ Xxxxx Xxxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice Chairman
BANKBOSTON, N.A., in its respective
capacities as a Revolving Credit Bank
and Agent
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BANKBOSTON, N.A., as Term Loan Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CONFIRMATION OF THE SURETY
AND
OF THE GUARANTOR
The Surety hereby confirms approval of the foregoing amendment in all
respects and directs the Term Loan Lender to give its consent thereto. The
Guarantor (as defined in the Purchase and Guaranty Agreement) hereby ratifies
and confirms the Supplemental Guaranty (as defined in the Purchase and Guaranty
Agreement) in all respects, and agrees that the Supplemental Guaranty, after
giving effect to foregoing amendment, shall continue in full force and effect.
SPECIALTY INVESTMENT I LLC
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Mgr & CFO
XXXXXX XXXXXXXX PARTNERS,
INC.
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: CFO/SVP
