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FOURTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT
AND GUARANTY AGREEMENT
FOURTH AMENDMENT, dated as of April 30, 1997 (the
"Amendment"), to the AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY
AGREEMENT, dated as of October 17, 1995, among THE CALDOR CORPORATION, a
Delaware corporation (the "Borrower"), a debtor and debtor-in-possession under
Chapter 11 of the Bankruptcy Code, the Guarantors named therein (the
"Guarantors"), each a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code, THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), a
New York banking corporation ("Chase"), each of the other financial institutions
party thereto (together with Chase, the "Banks") and THE CHASE MANHATTAN BANK,
as Agent for the Banks (in such capacity, the "Agent"):
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Amended and Restated Revolving Credit and Guaranty
Agreement, dated as of October 17, 1995 (as heretofore amended pursuant to the
Amendment Letter Agreement dated April 24, 1996, the Second Amendment to Amended
and Restated Revolving Credit and Guaranty Agreement dated as of June 28, 1996
and the Revised Four Store Amendment Letter Agreement dated March 12, 1997, and
as the same may be amended, modified or supplemented from time to time, the
"Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that
from and after the Effective Date (as hereinafter defined) of this Amendment,
the Credit Agreement be amended subject to and upon the terms and conditions set
forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit
Agreement shall have the same meanings herein.
2. Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definitions in appropriate alphabetical order:
"Amendment Effective Date" shall have the meaning
given such term in paragraph 23 of the Fourth Amendment.
"Fourth Amendment" shall mean the Fourth Amendment,
dated as of April 30, 1997, to this Agreement.
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"Extension Order" shall have the meaning given such
term in Section 4.04(b).
3. The definition of the term "Maturity Date" set forth in
Section 1.01 of the Credit Agreement is hereby amended in its entirety to read
as follows:
"Maturity Date" shall mean June 15, 1998.
4. The definition of the term "Orders" set forth in Section
1.01 of the Credit Agreement is hereby amended in its entirety to read as
follows:
"Orders" shall mean the Interim Order, the Final
Order and the Extension Order referred to in Sections 4.01(c),
4.02(d) and 4.04(b), respectively.
5. Section 2.01(b) of the Credit Agreement is hereby amended
by deleting the amount "$254,000,000" set forth in the second sentence thereof
and inserting in lieu thereof the amount "$200,000,000".
6. Section 2.03(d) of the Credit Agreement is hereby amended
by deleting clauses (i) and (ii) set forth in the first sentence thereof in
their entirety and inserting in lieu thereof the following:
"(i) in the case of Tranche A Letters of Credit, the
Alternate Base Rate plus 1/2% (and from and after the
Amendment Effective Date, at a rate per annum equal to the
Alternate Base Rate plus 3/4%) and thereafter until reimbursed
in full at a rate per annum equal to the Alternate Base Rate
plus 2-1/2% (and from and after the Amendment Effective Date,
at a rate per annum equal to the Alternate Base Rate plus
2-3/4%) and (ii) in the case of Tranche B Letters of Credit,
the Alternate Base Rate (and from and after the Amendment
Effective Date, at a rate per annum equal to the Alternate
Base Rate plus 1/4%) and thereafter until reimbursed in full
at a rate per annum equal to the Alternate Base Rate plus 2%
(and from and after the Amendment Effective Date, at a rate
per annum equal to the Alternate Base Rate plus 2-1/4%) (in
each case computed on the basis of the actual number of days
elapsed over any year of 360 days)."
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7. Section 2.03 of the Credit Agreement is hereby further
amended by inserting the following new clause (k) at the end thereof:
"(k) The issuance by the Agent of air xxxx guarantees
for the account of the Borrower in an aggregate amount not to
exceed $1,000,000 at any one time outstanding shall be treated
for all purposes under this Agreement as the issuance of
Letters of Credit pursuant to Section 2.03 and as usage of the
Total Commitment to the extent thereof. The Borrower's
undertaking to reimburse and indemnify the Agent in respect of
such air xxxx guarantees shall be included within the
Obligations, shall be subject to the provisions hereof
(including, without limitation, Sections 2.05, 2.21, 2.23,
7.01, 9.01, 9.02 and 9.03) and otherwise shall be entitled to
the benefits of the Orders and the other Loan Documents."
8. Section 2.08(a) of the Credit Agreement is hereby amended
by inserting the following proviso at the end thereof:
"PROVIDED, that from and after the Amendment Effective Date,
such rates per annum shall be equal to the Alternate Base Rate
plus 3/4% in the case of the Tranche A Loans and the Alternate
Base Rate plus 1/4% in the case of the Tranche B Loans,
respectively."
9. Section 2.08(b) of the Credit Agreement is hereby amended
by inserting the following proviso at the end thereof:
"PROVIDED, that from and after the Amendment Effective Date,
such rates per annum shall be equal to the Adjusted LIBOR Rate
for such Interest Period in effect for such Borrowing plus
1-3/4% in the case of the Tranche A Loans and 1% in the case
of the Tranche B Loans, respectively."
10. Section 2.09 of the Credit Agreement is hereby amended by
inserting the following proviso at the end thereof:
"PROVIDED, that from and after the Amendment Effective Date,
such rates per annum shall be equal to the Alternate Base Rate
plus 2-3/4% in the case of the Tranche A Loans and
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the Alternate Base Rate plus 2-1/4% in the case of the Tranche
B Loans, respectively."
11. Section 2.10 of the Credit Agreement is hereby amended by
deleting clause (e) thereof in its entirety and inserting in lieu thereof the
following:
"(e) Intentionally Omitted"
12. Section 2.13 is hereby amended by deleting the word "and"
set forth at the end of clause (c) thereof, by deleting the period at the end of
clause (d) and inserting in lieu thereof a semicolon and the word "and", and by
inserting a new clause "(e)" to read as follows:
"(e) during the period commencing on December 15,
1997 and ending on January 15, 1998, the Borrower shall prepay
the Loans in an amount such that the aggregate principal
amount of all Loans outstanding (exclusive of Letters of
Credit) shall not be in excess of $165,000,000 for a period of
fifteen (15) consecutive Business Days during such period."
13. Section 2.19 of the Credit Agreement is hereby amended in
its entirety to read as follows:
SECTION 2.19. CERTAIN FEES. The Borrower shall pay
(i) to the Agent, for the respective accounts of the Agent and
the Banks, the fees set forth in that certain letter dated
September 17, 1995 among the Agent, Chemical Securities, Inc.
(now known as Chase Securities Inc.) and the Borrower, (ii) to
the Agent, for the respective accounts of (x) the Tranche A
Banks, on the Amendment Effective Date, a facility fee in an
aggregate amount equal to one-half of one percent (1/2%) of
the Total Tranche A Commitment and (y) the Tranche B Banks, on
the Amendment Effective Date, a facility fee in an aggregate
amount equal to three-eighths of one percent (3/8%) of the
Total Tranche B Commitment and (iii) to the Agent, for its own
account, the fees set forth in that certain letter dated April
30, 1997, among the Agent, Chase Securities Inc. and the
Borrower.
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14. Section 2.21 of the Credit Agreement is hereby amended by
inserting the parenthetical phrase "(and from and after the Amendment Effective
Date, one and three-quarters percent (1-3/4%) per annum)" immediately following
the words "one and one-half percent (1-1/2%) per annum" set forth in subclause
(i)(x) and is hereby further amended by inserting the parenthetical phrase "(and
from and after the Amendment Effective Date, one percent (1%) per annum)"
immediately following the words "three-quarters of one percent (3/4%) per annum"
set forth in subclause (i)(y) thereof.
15. Article IV of the Credit Agreement is hereby amended by
inserting the following new Section 4.04 at the end thereof:
SECTION 4.04. CONDITIONS PRECEDENT TO EXTENSION OF THE
MATURITY DATE. The effectiveness of the extension of the Maturity Date
pursuant to, and of the other modifications to this Agreement
contemplated by, the Fourth Amendment is subject to the satisfaction of
the following conditions precedent:
(a) Notes. On or before the Amendment Effective Date, the
Agent shall have received Notes in substantially the form of Exhibit
A-1 and A-2 to the Fourth Amendment executed on behalf of the Borrower,
dated the Amendment Effective Date, payable to the order of each of the
Banks, in an amount equal to such Bank's Tranche A Commitment and
Tranche B Commitment, respectively.
(b) Order. On or before the Amendment Effective Date, the
Agent and the Banks shall have received a certified copy of an order of
the Bankruptcy Court in form and substance satisfactory to the Agent
(the "Extension Order") approving the terms of the Fourth Amendment
(including the payment of the Fees required thereunder) which Extension
Order shall be in full force and effect, and shall not have been
stayed, reversed, modified or amended in any respect.
(c) Opinion of Counsel to the Borrower. The Agent and the
Banks shall have received the favorable opinion of counsel to the
Borrower and the Guarantors reasonably acceptable to the Agent, dated
the Amendment Effective Date, in form and substance satisfactory to the
Agent.
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(d) Payment of Fees. The Borrower shall have paid to the
Agent the then unpaid balance of all accrued and unpaid Fees owed under
and pursuant to this Agreement and the letters referred to in Section
2.19.
(e) Prepayment of Tranche B Loans. The Borrower shall
have effected a prepayment of Tranche B Loans in an amount such that,
after giving effect to such prepayment, the sum of (x) the outstanding
aggregate principal amount of the Tranche B Loans PLUS (y) the then
aggregate Tranche B Letter of Credit Outstandings shall equal the
amount of the Total Tranche B Commitment (it being understood that such
prepayment shall be made with the Section 6.12(iv) Proceeds then held
in the segregated account referred to in Section 6.12(iv)(z) that
remain to be applied to the Tranche B Loans and the Total Tranche B
Commitment in accordance with the provisions of Section 6.12(iv) and
with the proceeds of Tranche A Loans).
(f) Corporate and Judicial Proceedings. All corporate and
judicial proceedings and all instruments and agreements in connection
with the transactions among the Borrower, the Guarantors, the Agent and
the Banks contemplated by the Fourth Amendment shall be reasonably
satisfactory in form and substance to the Agent, and the Agent shall
have received all information and copies of all documents and papers,
including records of corporate and judicial proceedings, which the
Agent may have reasonably requested in connection therewith, such
documents and papers where appropriate to be certified by proper
corporate, governmental or judicial authorities.
(g) Representations and Warranties. All representations
and warranties contained in this Agreement and the other Loan Documents
or otherwise made in writing in connection herewith or therewith shall
be true and correct in all material respects on and as of the Amendment
Effective Date, and the Agent and the Banks shall have received a
certificate from a Financial Officer to such effect.
(h) No Default. On the Amendment Effective Date, the
Borrower and Guarantors shall be in compliance with all of the terms
and
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provisions set forth herein to be observed or performed and no Event of
Default or event which upon notice or lapse of time or both would
constitute an Event of Default shall have occurred and be continuing,
and the Agent and the Banks shall have received a certificate from a
Financial Officer to such effect.
16. Section 5.01 of the Credit Agreement is hereby
amended by deleting the word "and" set forth at the end of clause (n) thereof,
by deleting the period at the end of clause (o) and inserting in lieu thereof a
semicolon and the word "and", and by inserting a new clause "(p)" to read as
follows:
"(p) as soon as possible, and in any event not later
than February 22, 1998, a calculation of the Borrower's EBITDA
for the four fiscal quarters ending January 31, 1998, in
detail reasonably satisfactory to the Agent and certified by a
Financial Officer of the Borrower."
17. Section 6.04 of the Credit Agreement is hereby amended in
its entirety to read as follows:
SECTION 6.04. CAPITAL EXPENDITURES. Make Capital
Expenditures in an aggregate amount in excess of (i)
$36,000,000 during the period commencing on the Filing Date
and ending on February 3, 1996, (ii) $50,000,000 during the
fiscal year ending February 1, 1997, (iii) $30,000,000 during
the fiscal year ending January 31, 1998, (iv) $16,000,000
during the period thereafter through the Maturity Date or (v)
$45,000 000 pursuant to Capitalized Leases during the period
commencing at the beginning of the fiscal year ending February
1, 1997 and ending on the Maturity Date, PROVIDED that if the
Borrower shall have achieved its projected EBITDA for the
fiscal year ending January 31, 1998 as set forth in the
Borrower's Revised 1997 Business Plan (a copy of which has
heretofore been delivered to the Agent) and there shall not
have occurred and be continuing any Event of Default as of
such date, the amount of Capital Expenditures permitted under
clause (iv) above shall be increased to $19,000,000, and
PROVIDED, FURTHER, that in determining the amount of Capital
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Expenditures permitted under clauses (ii), (iii) and (iv)
above, such calculation shall not include that portion of
Capitalized Leases which is capitalized on the consolidated
balance sheet of the Borrower and the Guarantors during such
respective periods.
18. Section 6.05 of the Credit Agreement is hereby amended by
deleting from the table set forth therein the lines designated "Four fiscal
quarters ending April 30, 1997" and "Four fiscal quarters ending August 2, 1997"
and inserting in lieu thereof the following lines:
PERIOD EBITDA
------ ------
Four fiscal quarters ending May 3, 1997 $( 5,000,000)
Four fiscal quarters ending August 2, 1997 $ 4,000,000
Four fiscal quarters ending November 1, 1997 $ 12,000,000
Four fiscal quarters ending January 31, 1998 $ 35,000,000
Four fiscal quarters ending May 2, 1998 $ 38,000,000
19. Section 6.06 of the Credit Agreement is hereby amended by
deleting from the table set forth therein all of the lines commencing with the
line designated "March 1, 1997" and inserting in lieu thereof the following
lines:
PERIOD ENDING Inventory Amount
------------- ----------------
March 1, 1997 $392,174,000
April 5, 1997 $402,362,000
May 3, 1997 $414,610,000
May 31, 1997 $411,925,000
July 5, 1997 $372,479,000
August 2, 1997 $387,022,000
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August 30, 1997 $398,668,000
October 4, 1997 $421,841,000
November 1, 1997 $498,978,000
November 29, 1997 $469,693,000
January 3, 1998 $365,723,000
January 31, 1998 $350,626,000
February 28, 1998 $369,628,000
April 4, 1998 $383,540,000
May 2, 1998 $396,051,000
June 15, 1998 $395,125,000
20. Section 6.12 of the Credit Agreement is hereby amended by
deleting clause (ii) thereof in its entirety and inserting in lieu thereof the
following:
"(ii) sales of assets having a fair market value not
exceeding (A) prior to the Amendment Effective Date,
$30,000,000 in the aggregate and (B) from and after the
Amendment Effective Date, $5,000,000 in the aggregate,
PROVIDED that the proceeds of sales permitted by the foregoing
subclause (B) are (x) segregated into an interest-bearing
account with the Agent and (y) applied with the consent of the
Required Banks, the Official Creditor's Committee and the
Official Equity Committee appointed in the Cases or pursuant
to an order of the Bankruptcy Court,"
21. Annex A to the Credit Agreement is hereby amended in its
entirety by replacing such annex with a new Annex A thereto in the form of Annex
A hereto.
22. The Exhibits to the Credit Agreement are hereby amended by
replacing Exhibits A-1 and A-2 thereto in their entirety with new Exhibits A-1
and A-2 thereto in the form of Exhibits A-1 and A-2 hereto.
23. This amendment shall not become effective until the date
(the "Amendment Effective Date") on which (i) this Amendment shall have been
executed by the Borrower, the Guarantors, the Banks and the Agent, and the Agent
shall have received evidence satisfactory to it of such execution and (ii) the
Agent shall have received evidence satisfactory to it that each of the
conditions precedent set forth in Section 4.04 of the Credit Agreement as
amended hereby have been satisfied.
24. Except to the extent hereby amended, the Credit Agreement
and each of the Loan Documents remain in full force and effect and are hereby
ratified and affirmed.
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25. The Borrower agrees that its obligations set forth in
Section 10.05 of the Credit Agreement shall extend to the preparation, execution
and delivery of this Amendment, including the reasonable fees and disbursements
of special counsel to the Agent.
26. The Borrower, the Guarantors, the Banks and the Agent
agree that promptly after the occurrence of the Amendment Effective Date they
shall execute and deliver a 1997 Amended and Restated Revolving Credit and
Guaranty Agreement reflecting in a single document the terms and provisions of
the Credit Agreement as heretofore modified and as modified by this Amendment.
27. This Amendment shall be limited precisely as written and
shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Banks may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
28. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
29. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and the year first above written.
THE CALDOR CORPORATION
By:
------------------------
Title:
GUARANTORS:
CALDOR, INC.-CT
By:
------------------------
Title:
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CALDOR, INC.-NY
By:
------------------------
Title:
CAL LEASING, INC.
By:
------------------------
Title:
LACDOR REALTY CORP.
By:
------------------------
Title:
CALFAX, INC..
By:
------------------------
Title:
TRI-STATE ADVERTISING AGENCY, INC.
By:
------------------------
Title:
PREMIER SERVICE PROGRAMS, INC.
By:
------------------------
Title:
CALDOR-SILVER SPRING, INC.
By:
------------------------
Title:
CAL SILVER SPRING, INC.
By:
------------------------
Title:
TRANCHE A AND THE CHASE MANHATTAN BANK,
TRANCHE B Individually and as Agent
By:
------------------------
Title:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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TRANCHE A AND BANK OF AMERICA NATIONAL TRUST
TRANCHE B AND SAVINGS ASSOCIATION
By:
------------------------
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY BANK OF HAWAII
By:
------------------------
Title:
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
TRANCHE A AND THE BANK OF NEW YORK
TRANCHE B
By:
------------------------
Title:
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE A AND THE BANK OF NOVA SCOTIA
TRANCHE B
By:
------------------------
Title:
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY BANKERS TRUST COMPANY
By:
------------------------
Title:
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE A AND BANQUE PARIBAS
TRANCHE B
By:
------------------------
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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TRANCHE A ONLY BHF-BANK AKTIENGESELLSCHAFT
By:
------------------------
Title:
By:
------------------------
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE A AND CIBC, INC.
TRANCHE B
By:
------------------------
Title:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY CERBERUS PARTNERS, L.P.
By:
------------------------
Title:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE A AND CREDIT LYONNAIS NEW YORK BRANCH
TRANCHE B
By:
------------------------
Title:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY THE DAI-ICHI KANGYO BANK,
LIMITED, NEW YORK BRANCH
By:
------------------------
Title:
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY DK ACQUISITION PARTNERS, L.P.
By:
------------------------
Title:
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
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TRANCHE A ONLY FLEET BANK, N.A.
By:
------------------------
Title:
00 Xxxxxxxxxxx Xxxxxx
XX OP XX0X
Xxxxxxxxxx, Xxxxx Xxxxxx 00000-0000
TRANCHE A ONLY FLEET NATIONAL BANK
By:
------------------------
Title:
00 Xxxxxxxxxxx Xxxxxx
XX OP XX0X
Xxxxxxxxxx, Xxxxx Xxxxxx 00000-0000
TRANCHE A AND THE FUJI BANK, LIMITED
TRANCHE B
By:
------------------------
Title:
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE A ONLY IBJ XXXXXXXX BANK & TRUST COMPANY
By:
------------------------
Title:
0 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY ING BARING (U.S.) CAPITAL
CORPORATION
By:
------------------------
Title:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE A ONLY XXXXXX COMMERCIAL PAPER INC.
By:
------------------------
Title:
3 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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TRANCHE B ONLY THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
------------------------
Title:
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY XXXXXXX XXXXX, PIERCE, FENNER,
& XXXXX INCORPORATED
By:
------------------------
Title:
World Financial Center
Xxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
TRANCHE A AND XXXXXX GUARANTY TRUST COMPANY OF
TRANCHE B NEW YORK
By:
------------------------
Title:
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY MUTUAL BEACON FUND
c/o FRANKLIN MUTUAL ADVISORS
By:
------------------------
Title:
00 Xxxx X. Xxxxxxx Xxxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
TRANCHE B ONLY MUTUAL DISCOVERY FUND
c/o FRANKLIN MUTUAL ADVISORS
By:
------------------------
Title:
00 Xxxx X. Xxxxxxx Xxxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
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TRANCHE B ONLY THE NIPPON CREDIT BANK, LTD.
By:
------------------------
Title:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY PRIME INCOME TRUST
C/O XXXX XXXXXX INTERCAPITAL INC.
By:
------------------------
Title:
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY SANWA BANK
By:
------------------------
Title:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE B ONLY SILVER OAK CAPITAL, L.L.C.
By:
------------------------
Title:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
TRANCHE A ONLY SUNTRUST BANK INC. (ORLANDO)
By:
------------------------
Title:
000 Xxxxx Xxxxxx Xxxxxx
Mail Code 0000 Xxxxx 0
Xxxxxxx, Xxxxxxx 00000
TRANCHE A AND UNION BANK OF CALIFORNIA, N.A.
TRANCHE B
By:
------------------------
Title:
000 Xxxxx Xxxxxxxx Xxxxxx
XX XX0-000
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
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TRANCHE B ONLY THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By:
------------------------
Title:
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
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EXHIBIT A-1
TO
FOURTH AMENDMENT
PROMISSORY NOTE
(TRANCHE A)
$________________ New York, New York
May __, 1997
FOR VALUE RECEIVED, THE CALDOR CORPORATION, a Delaware corporation (the
"Borrower"), as Debtor and Debtor-in-Possession under Chapter 11 of Title 11 of
the United States Code (the "Code"), DOES HEREBY PROMISE to pay to the order of
______________ (the "Bank"), at the office of The Chase Manhattan Bank, a New
York banking corporation, _________________ DOLLARS ($___________) or the
aggregate unpaid principal amount of all Tranche A Loans (as defined in the
Agreement hereinafter referred to) made by the Bank to the Borrower pursuant to
the Agreement, whichever is less, in lawful money of the United States of
America on the Maturity Date (as defined in the Agreement) or such earlier date
or dates and in such amounts as are required by the Agreement, and to pay
interest on the unpaid principal amount from time to time outstanding hereunder,
in like money, at such office, as set forth in the Agreement.
This Note is one of the Tranche A Notes referred to in that certain
Amended and Restated Revolving Credit and Guaranty Agreement, dated as of
October 17, 1995, as the same may be amended, modified or supplemented from time
to time (the "Agreement"), among the Borrower, each of the Guarantors party
thereto, the Bank and certain other banks (collectively, including the Bank, the
"Banks"), and The Chase Manhattan Bank (formerly known as Chemical Bank), as
agent (in such capacity, the "Agent") for the Banks, which, among other things,
contains provisions for the acceleration of the maturity hereof upon the
happening of certain events, for prepayment of the principal hereof prior to the
maturity thereof and for the amendment or waiver of certain provisions of the
Agreement, all upon the terms and conditions specified therein. Pursuant to
Section 364(c)(1) of the Code, the obligations of the Borrower evidenced by this
Note constitute allowed administrative expense claims entitled to priority over
all unsecured claims in the Borrower's Chapter 11 case, including, without
limitation, all administrative expenses of the kind specified in Sections 503(b)
and 507(b) of the Bankruptcy Code, subject to the Carve-Out referred to in the
Agreement.
Pursuant to Sections 364(c)(2) and (c)(3) and Section 364(d)(1) of the
Bankruptcy Code, this Note is secured by certain assets and properties of the
Borrower and the Guarantors referred to in the Agreement and in the other Loan
Documents (as defined in the Agreement).
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This Note shall be governed by, and construed in accordance with, the
laws of the State of New York and applicable federal law of the United States
(including, without limitation, the Code).
THE CALDOR CORPORATION
By:
------------------------
Title:
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EXHIBIT A-2
TO
FOURTH AMENDMENT
PROMISSORY NOTE
(TRANCHE B)
$________________ New York, New York
May __, 1997
FOR VALUE RECEIVED, THE CALDOR CORPORATION, a Delaware corporation (the
"Borrower"), as Debtor and Debtor-in-Possession under Chapter 11 of Title 11 of
the United States Code (the "Code"), DOES HEREBY PROMISE to pay to the order of
______________ (the "Bank"), at the office of The Chase Manhattan Bank, a New
York banking corporation, _________________ DOLLARS ($___________) or the
aggregate unpaid principal amount of all Tranche B Loans (as defined in the
Agreement hereinafter referred to) made by the Bank to the Borrower pursuant to
the Agreement, whichever is less, in lawful money of the United States of
America on the Maturity Date (as defined in the Agreement) or such earlier date
or dates and in such amounts as are required by the Agreement, and to pay
interest on the unpaid principal amount from time to time outstanding hereunder,
in like money, at such office, as set forth in the Agreement.
This Note is one of the Tranche B Notes referred to in that certain
Amended and Restated Revolving Credit and Guaranty Agreement, dated as of
October 17, 1995, as the same may be amended, modified or supplemented from time
to time (the "Agreement"), among the Borrower, each of the Guarantors party
thereto, the Bank and certain other banks (collectively, including the Bank, the
"Banks"), and The Chase Manhattan Bank (formerly known as Chemical Bank), as
agent (in such capacity, the "Agent") for the Banks, which, among other things,
contains provisions for the acceleration of the maturity hereof upon the
happening of certain events, for prepayment of the principal hereof prior to the
maturity thereof and for the amendment or waiver of certain provisions of the
Agreement, all upon the terms and conditions specified therein. Pursuant to
Section 364(c)(1) of the Code, the obligations of the Borrower evidenced by this
Note constitute allowed administrative expense claims entitled to priority over
all unsecured claims in the Borrower's Chapter 11 case, including, without
limitation, all administrative expenses of the kind specified in Sections 503(b)
and 507(b) of the Bankruptcy Code, subject to the Carve-Out referred to in the
Agreement.
Pursuant to Sections 364(c)(2) and (c)(3) and Section 364(d)(1) of the
Bankruptcy Code, this Note is secured by certain assets and properties of the
Borrower and the Guarantors referred to in the Agreement and in the other Loan
Documents (as defined in the Agreement).
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This Note shall be governed by, and construed in accordance with, the
laws of the State of New York and applicable federal law of the United States
(including, without limitation, the Code).
THE CALDOR CORPORATION
By:
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Title:
