FOURTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), effective as of the 12th day of March, 2003 is made by and
between U.S. BANK NATIONAL ASSOCIATION, a national banking association,
formerly known as Firstar Bank, N. A., successor by merger with Firstar
Bank Missouri, National Association, formerly known as Mercantile Bank
National Association ("U.S. Bank"), WACHOVIA BANK, NATIONAL ASSOCIATION, a
national banking association, formerly known as First Union National Bank
("Wachovia"), LASALLE BANK NATIONAL ASSOCIATION, a national banking
association ("LaSalle"), and OLD NATIONAL BANK, a national bank ("Old
National," and collectively with U.S. Bank, Wachovia and LaSalle referred
to herein as the "Banks"), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, formerly known as Firstar Bank, N. A., a national
banking association, successor by merger with Firstar Bank Missouri,
National Association, formerly known as Mercantile Bank National
Association, in its capacity as agent for the Banks (in such capacity, the
"Agent"), and SHOE CARNIVAL, INC. ("Borrower").
WITNESSETH:
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WHEREAS, the Banks, Agent and Borrower are parties to a certain
Amended and Restated Credit Agreement dated as of April 16, 1999, as
amended by a certain Amendment to Amended and Restated Credit Agreement
dated as of March 24, 2000 made by and among Borrower, Agent and the Banks,
by a certain Second Amendment to Amended and Restated Credit Agreement
dated as of November 8, 2000 made by and among Borrower, Agent and the
Banks and by a certain Third Amendment to Amended and Restated Credit
Agreement dated as of March 18, 2002 made by and among Borrower, Agent and
the Banks (as amended, the "Agreement"), pursuant to which the Banks have
agreed to loan Borrower such sums, not to exceed $70,000,000.00 outstanding
at any one time, as Borrower may request from time to time, which
obligations of Borrower are presently evidenced by the Agreement and by a
certain Promissory Note dated March 18, 2002 made by Borrower payable to
the order of U.S. Bank in the original principal amount of Twenty-One
Million Five Hundred Thousand Dollars ($21,500,000.00), by a certain
Promissory Note dated March 18, 2002 made by Borrower payable to the order
of Old National in the original principal amount of Twelve Million Dollars
($12,000,000.00), by a certain Promissory Note dated March 18, 2002 made by
Borrower payable to the order of First Union National Bank in the original
principal amount of Twenty-One Million Five Hundred Thousand Dollars
($21,500,000.00) and by a certain Promissory Note dated March 18, 2002 made
by Borrower payable to the order of LaSalle in the original principal
amount of Fifteen Million Dollars ($15,000,000.00) (as amended, the
"Notes");
WHEREAS, Borrower, Agent and Banks wish to further amend the Agreement
and the Notes to extend the term thereof, to change certain covenants
contained in the Agreement and to make certain other revisions to the
Agreement and the Notes as hereinafter set forth;
NOW, THEREFORE, in order to effect such amendments and in
consideration of the premises herein set forth, Borrower, Agent and Banks
agree as follows:
1. The definition of "Banks" in Section 1.1 of the Agreement is hereby
amended to provide as follows:
"Banks" mean U.S. Bank National Association, formerly known as Firstar
Bank, N. A., the successor by merger with Firstar Bank Missouri, National
Association, formerly known as Mercantile Bank National Association, and
its successors and assigns, Old National Bank and its successors and
assigns, Wachovia Bank, National Association, a national banking
association, formerly known as First Union National Bank, and its
successors and assigns, and LaSalle Bank National Association and its
successors and assigns.
All references in the Agreement and any of the other Transaction
Documents to "First Union" are henceforth amended and deemed to refer to such
Bank by its new name "Wachovia."
2. Paragraph (b) in the definition of "Interest Period" in Section 1.1
of the Agreement is hereby amended to provide as follows:
(b) Any Interest Period which includes March 31, 2005 shall
end on such date.
3. The definition of "Notes" in Section 1.1 of the Agreement is hereby
amended to provide as follows:
"Notes" mean the amended and restated promissory notes of
Borrower in the form of Exhibits A, B, C and D attached to that
certain Fourth Amendment to Amended and Restated Credit Agreement
dated March 12, 2003, evidencing the obligation of Borrower to
repay the Loans and amounts outstanding under any Reimbursement
Agreements.
4. The Note of Borrower payable to the order of U.S. Bank shall
hereafter be amended and restated in the form of that Note attached to this
Amendment as Exhibit A and incorporated herein by reference. The Note of
Borrower payable to the order of Old National shall hereafter be amended
and restated in the form of that Note attached to this Amendment as Exhibit
B and incorporated herein by reference. The Note of Borrower payable to the
order of First Union National Bank shall hereafter be amended and restated
in the form of that Note payable to the order of Wachovia attached to this
Amendment as Exhibit C and incorporated herein by reference. Borrower shall
execute and deliver to LaSalle a new Note in the form of that Note attached
to this Amendment as Exhibit D and incorporated herein by reference to
evidence the Borrower's obligations to LaSalle under the Agreement and the
other Transaction Documents.
5. The definition of "Term" in Section 1.1 of the Agreement is hereby
amended to provide as follows:
"Term" means the period from the Effective Date up to and
including March 31, 2005; except that (i) all, but not less than
all, of the Banks may, in their sole discretion, extend such Term
for additional one-year periods by notifying Borrower of each
such extension at least 12 months prior to the expiration of the
then current Term end of their intention to extend the Term by an
additional year; and (ii) Agent may terminate Banks' obligations
hereunder at any time prior to such stated maturity date or any
extension thereof pursuant to Article 6 herein.
6. Section 5.1(e)(i) of the Agreement is hereby deleted in its
entirety and in its place shall be substituted the following:
(i) Have a Net Worth of not less than $130,500,000.00 as
of the end of each fiscal quarter during the Term hereof.
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7. The form of Notice of Borrowing (as defined in the Agreement)
attached as Exhibit F to the Agreement, shall be amended and restated in
the form of that certain Notice of Borrowing attached hereto as Exhibit F.
All references in the Agreement to the "Notice of Borrowing" and other
references of similar import shall hereafter be amended and deemed to refer
to the Notice of Borrowing in the form of that attached hereto as Exhibit
F.
8. Borrower hereby represents and warrants to Agent and to Banks that:
(a) The execution, delivery and performance by Borrower of this
Amendment are within the corporate powers of Borrower, have been duly
authorized by all necessary corporate action and require no action by or in
respect of, or filing with, any governmental or regulatory body, agency or
official. The execution, delivery and performance by Borrower of this
Amendment do not conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under or result in any
violation of, and Borrower is not now in default under or in violation of,
the terms of the Articles of Incorporation or Bylaws of Borrower, any
applicable law, any rule, regulation, order, writ, judgment or decree of
any court or governmental or regulatory agency or instrumentality, or any
agreement or instrument to which Borrower is a party or by which it is
bound or to which it is subject;
(b) This Amendment has been duly executed and delivered and
constitutes the legal, valid and binding obligation of Borrower
enforceable in accordance with its terms; and
(c) As of the date hereof, all of the covenants, representations and
warranties of Borrower set forth in the Agreement are true and correct
and no "Event of Default" (as defined therein) under or within the
meaning of the Agreement, ashereby amended, has occurred and is
continuing.
9. The Agreement, as hereby amended, and the Notes, as hereby amended,
are and shall remain the binding obligations of Borrower, and except to the
extent amended by this Amendment, all of the terms, provisions, conditions,
agreements, covenants, representations, warranties and powers contained in
the Agreement and the Notes shall be and remain in full force and effect
and the same are hereby ratified and confirmed. This Amendment amends the
Agreement and is not a novation thereof.
10. All references in the Agreement to "this Agreement" and to the
"Notes" and any other references of similar import shall henceforth mean
the Agreement or the Notes, as the case may be, as amended by this
Amendment. All references in the Notes or other documents to "the
Agreement" and to the "Notes" and any other references of similar import
shall henceforth mean the Agreement or the Notes, as the case may be, as
amended by this Amendment.
11. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that
Borrower may not assign, transfer or delegate any of its rights or
obligations hereunder.
12. This Amendment is made solely for the benefit of Borrower, Agent
and Banks as set forth herein, and is not intended to be relied upon or
enforced by any other person or entity.
13. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND
OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER, AGENT AND
BANKS FROM ANY MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED
BY BORROWER, AGENT AND BANKS COVERING SUCH MATTERS ARE CONTAINED IN THIS
AMENDMENT, THE
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NOTES AND THE AGREEMENT, WHICH CONSTITUTE A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENTS BETWEEN BORROWER, AGENT AND BANKS EXCEPT AS
BORROWER, AGENT AND BANKS MAY LATER AGREE IN WRITING TO MODIFY. THIS
AMENDMENT, THE NOTES AND THE AGREEMENT EMBODY THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDE ALL PRIOR AGREEMENTS
AND UNDERSTANDINGS (ORAL OR WRITTEN) RELATING TO THE SUBJECT MATTER HEREOF.
14. This Amendment shall be governed by and construed in accordance
with the internal laws of the State of Missouri.
15. In the event of any inconsistency or conflict between this
Amendment and the Agreement or the Notes, the terms, provisions and
conditions of this Amendment shall govern and control.
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IN WITNESS WHEREOF the parties hereto have executed this Fourth
Amendment to Amended and Restated Credit Agreement as of the day and year
first above written on this 12th day of March, 2003.
SHOE CARNIVAL, INC.
By: /s/ W. Xxxxx Xxxxxxx
-----------------------------------------
W. Xxxxx Xxxxxxx, Senior Vice President,
Chief Financial Officer and Treasurer
Commitment: U.S. BANK NATIONAL ASSOCIATION
Facility A:
$21,500,000.00 (30.71429%)
By: /s/ J. Xxxx Xxxxxxx
-----------------------------------------
J. Xxxx Xxxxxxx, Vice President
Commitment: OLD NATIONAL BANK
Facility A:
$12,000,000.00 (17.14285%)
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Title: Vice President
-----------------------------------------
Commitment: WACHOVIA BANK, NATIONAL ASSOCIATION
Facility A:
$21,500,000.00 (30.71429%)
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Title: Senior Vice President
-----------------------------------------
Commitment: LASALLE BANK NATIONAL ASSOCIATION
Facility A:
$15,000,000.00 (21.42857%)
By: /s/ Xxxx Xxxxx
-----------------------------------------
Title: First Vice President
-----------------------------------------
U.S. BANK NATIONAL ASSOCIATION, as Agent
By: /s/ J. Xxxx Xxxxxxx
-----------------------------------------
J. Xxxx Xxxxxxx, Vice President
