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EXHIBIT 10.31
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT No. 3 dated as of March 19, 1999 to the Credit Agreement dated as
of April 9, 1997 (as in effect immediately prior to the effectiveness of this
Amendment, the "Existing Credit Agreement") among VENATOR GROUP, INC. (formerly
known as Woolworth Corporation), the BANKS party thereto, the CO-AGENTS party
thereto, BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION, as Documentation
Agent, THE BANK OF NEW YORK, as LC Agent, Administrative Agent and Swingline
Bank and the LEAD ARRANGERS party hereto.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Existing Credit Agreement
as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Existing Credit Agreement
has the meaning assigned to such term in the Existing Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Existing Credit Agreement shall, on and as of the
date hereof, refer to the Existing Credit Agreement as amended hereby.
Section 2. Required Banks Amendment. On and as of the date hereof, upon
satisfaction of the conditions set forth in Section 3 below, the Existing Credit
Agreement is hereby amended and restated in its entirety as set forth in Exhibit
A hereto. The amendment and restatement of the Existing Credit Agreement
effected pursuant to this Section 2 is referred to herein as the "Required Banks
Amendment", and the Existing Credit Agreement as amended and restated pursuant
to the Required Banks Amendment is referred to herein as the "First Restated
Credit Agreement". Upon the effectiveness of the Required Bank Amendment, the
Commitment of each Bank shall be the amount set forth opposite the name of such
Bank on the Commitment Schedule to the First Restated Credit Agreement.
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Section 3. Effectiveness of Required Banks Amendment. The Required Banks
Amendment shall become effective on and as of the date hereof upon satisfaction
of each of the following conditions:
(a) receipt by the Administrative Agent of a counterpart hereof signed by
the Borrower and the Required Banks (or facsimile or other written confirmation
satisfactory to the Administrative Agent that each such party has signed a
counterpart hereof);
(b) receipt by the Administrative Agent of a duly executed Note for the
account of each Bank complying with the provisions of Section 2.05 of the First
Restated Credit Agreement and a duly executed Swingline Note (as defined in the
First Restated Credit Agreement) for the account of the Swingline Bank, each
dated the date hereof;
(c) receipt by the Administrative Agent of a counterpart of the Subsidiary
Guarantee substantially in the form of Exhibit H to the First Restated Credit
Agreement (the "Subsidiary Guarantee") signed by each party listed on the
signature pages thereof (or facsimile or other written confirmation satisfactory
to the Administrative Agent that each such party has signed a counterpart
thereof);
(d) receipt by the Administrative Agent of an opinion of Skadden, Arps,
Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, in form and
substance reasonably satisfactory to the Required Banks;
(e) receipt by the Administrative Agent of an opinion of Xxxx Xxxxxx,
General Counsel of the Borrower, in form and substance reasonably satisfactory
to the Required Banks;
(f) receipt by the Administrative Agent of an opinion of Xxxxx Xxxx &
Xxxxxxxx substantially in the form of Exhibit B hereto and covering such
additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request;
(g) receipt by the Administrative Agent, for the account of each Bank from
which the Administrative Agent has received the executed counterpart (or other
written confirmation) described in clause (a) above on or prior to the date
hereof, of an amendment fee in an amount equal to 0.375% of such Bank's
Commitment as in effect under the First Restated Credit Agreement upon the
effectiveness of the Required Banks Amendment;
(h) the fact that the Borrower shall have paid all expenses (including
without limitation all expenses payable by it pursuant to Sections 9.03(a)(i)
and 9.03(b) of the Credit Agreement) with respect to which the Borrower shall
have received an invoice at least one Domestic Business Day prior to the date of
effectiveness of the Required Banks Amendment;
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(i) (i) the fact that the representations and warranties set forth in the
First Restated Credit Agreement and in the Subsidiary Guarantee shall be true
and correct on and as of the date hereof and (ii) receipt by the Administrative
Agent of a certificate of a Responsible Officer of the Borrower and each
Subsidiary of the Borrower party to the Subsidiary Guarantee (each, a
"Subsidiary Guarantor") so certifying;
(j) (i) the fact that, immediately after giving effect to the Required
Banks Amendment, no Default (as defined in the First Restated Credit Agreement)
shall have occurred and be continuing and (ii) receipt by the Administrative
Agent of a certificate of a Responsible Officer of the Borrower so certifying;
(k) receipt by each Bank of a schedule identifying certain ownership
interests in real property held by the Borrower and its Subsidiaries and the
date constituting the "Final Disposition Date" referred to in the First Restated
Credit Agreement with respect to each such ownership interest (which shall be
the last date on which the Borrower or any of its Subsidiaries intends to
consummate the sale or other disposition of such ownership interest), which
schedule shall be satisfactory to the Lead Arrangers; and
(l) receipt by the Administrative Agent of all documents that the
Administrative Agent may reasonably request relating to the existence of the
Borrower and each Subsidiary Guarantor, the corporate authority for and the
validity of this Amendment, the First Restated Credit Agreement, the Subsidiary
Guarantee, the Notes and the Swingline Note, and any other matters relevant
hereto, all in form and substance satisfactory to the Administrative Agent.
Section 4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
VENATOR GROUP, INC.
By /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
Title: Vice President and Treasurer
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile number: 000-000-0000
X.X. XXXXXX SECURITIES INC.,
as Lead Arranger
By /s/ Xxxxx X. Xxx
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Name: XXXXX X. XXX.
Title: Vice President
BNY CAPITAL MARKETS, INC.,
as Lead Arranger
By /s/ Xxxxxxx X. Xxxxxx
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Name: XXXXXXX X. XXXXXX
Title: Managing Director
NATIONSBANK XXXXXXXXXX LLC,
as Lead Arranger
By /s/ Xxxx Xxxxxx
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Name: XXXX XXXXXX
Title: Managing Director
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Unn Xxxxxxx
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Name: UNN XXXXXXX
Title: Vice President
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION,
as Documentation Agent and a Bank
By /s/ Xxxx Xxxxxx
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Name: XXXX XXXXXX
Title: Managing Director
NATIONSBANK, N.A.
By /s/ Xxxx Xxxxxx
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Name: XXXX XXXXXX
Title: Managing Director
THE BANK OF NEW YORK
By /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: XXXXXX X. XXXXXX, XX.
Title: Vice President
THE BANK OF NOVA SCOTIA,
as Co-Agent and a Bank
By /s/ J. Xxxx Xxxxxxx
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Name: J. XXXX XXXXXXX
Title: Authorized Signatory
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Co-Agent and a Bank
By /s/ Xxx Xxxxx
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Name:XXX XXXXX
Title: Vice President
TORONTO DOMINION (NEW YORK), INC.,
as Co-Agent and a Bank
By /s/ Xxxxx X. Xxxxxx
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Name: XXXXX X. XXXXXX
Title: Vice President
COMMERZBANK AG, NEW YORK BRANCH
By /s/ Xxxxx X. Xxxxxxxxx
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Name: XXXXX X. XXXXXXXXX
Title: Senior Vice President
By /s/ Xxxxxx X. Xxxxxxx
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Name: XXXXXX X. XXXXXXX
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxxxxx Xxxxx
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Name: XXXXXXXX XXXXX
Title: First Vice President-Manager
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DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By /s/ Xxxxx X. X'Xxxxxx
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Name: XXXXX X. X'XXXXXX
Title: Director
By /s/ Xxxxxx X.Xxxxxxx
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Name: XXXXXX X. XXXXXXX
Title: Associate
KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxx
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Name: XXXXXX X. XXXXX
Title: Assistant Vice President
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By /s/ Xxxxx Xxxxx
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Name: XXXXX XXXXX
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Xxxxxxx Xxxxxxx
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Name: XXXXXXX XXXXXXX
Title: Vice President
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THE BANK OF NEW YORK, as Administrative
Agent, LC Agent and Swingline Bank
By /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: XXXXXX X. XXXXXX, XX.
Title: Vice President
