Exhibit 4.2
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT, dated as of June 26, 1997 (the
"Agreement"), is among Specialty Retailers, Inc. (the "Borrower"), Stage
Stores, Inc. (the "Parent"), the banks named therein (the "Banks") and
Credit Suisse First Boston, as Administrative Agent, Collateral Agent,
Swingline Bank and L/C Bank (the "Administrative Agent").
PRELIMINARY STATEMENT
WHEREAS, the Borrower, the Parent, the Banks and the
Administrative Agent are parties to the Credit Agreement, dated as of
June 17, 1997 (the "Credit Agreement");
WHEREAS, the Company has requested the amendment of certain
provisions set forth in the Credit Agreement;
WHEREAS, the Banks have agreed to amend the specific
provisions set forth herein under the terms and conditions set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not
defined herein shall have the meanings assigned to such terms in the
Credit Agreement.
SECTION 2. Amendments. The Banks hereby agree to amend
the Credit Agreement as follows:
(a) The definition of "Receivables Program Documents" in Section
1.1 of the Credit Agreement is hereby amended by adding the following
after the words "created in the future" in the third line thereof:
"(including, without limitation, any such program of a Person
in existence at the time such Person is acquired pursuant to a Permitted
Acquisition)"; and
(b) Section 6.2(f) of the Credit Agreement is hereby amended by
deleting the words "incurred in the ordinary course of business" in the
first line thereof.
Except as otherwise specified above, there is no amendment of
any other term, condition or provision of the Credit Agreement all of
which are hereby ratified and confirmed by the Borrower and the Parent.
SECTION 3. Representations and Warranties; No Defaults.
Each Loan Party hereby represents and warrants that after giving effect
to the amendments set forth in Section 2 of this Agreement, (a) the
representations and warranties contained in the Credit Agreement and
Loan Documents are correct on the effective date of this Agreement, and
(b) no Default or Event of Default has occurred or is continuing on the
date hereof and on the effective date of this Agreement.
SECTION 4. Counterparts. This Agreement (a) may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the
same instrument, (b) shall be effective only in this specific instance
for the specific purpose set forth herein, and (c) does not allow any
other or further departure from the terms of the Credit Agreement or the
Loan Documents, which terms shall continue in full force and effect.
SECTION 5. Conditions to Effectiveness. This Agreement
shall become effective as of the date hereof when copies hereof, when
taken together, bearing the signatures of each of the parties hereto
have been received by the Agent.
SECTION 6. Applicable Law. THIS AGREEMENT 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 Agreement to be duly executed by their duly
authorized officers, all as of the date and year first
written above.
SPECIALTY RETAILERS, INC.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Vice President
STAGE STORES, INC.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent, Collateral
Agent,
Swingline Bank and L/C Bank
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Associate
BANQUE PARIBAS
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
CREDITANSTALT BANKVEREIN
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Associate
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: SVP
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Xxxxx X'Xxxxxx
Name: Xxxxx X'Xxxxxx
Title: Director
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Senior Vice President
ROYAL BANK OF SCOTLAND
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx III
Name: Xxxxxx X. Xxxxxxxx III
Title: Vice President & Manager
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx
Title: Vice President
BANK UNITED
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
