AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
April 13, 1998
Congress Financial Corporation, as Agent
and each of the financial institutions
from time to time parties to the Loan
Agreement referred to below
Ladies and Gentlemen:
Congress Financial Corporation in its capacity as agent
pursuant to the Loan Agreement (as hereinafter defined) acting
for and on behalf of the financial institutions which are parties
thereto as lenders (in such capacity, "Agent"), The CIT
Group/Business Credit, Inc. in its capacity as co-agent pursuant
to the Loan Agreement (as hereinafter defined) acting for and on
behalf of the financial institutions which are parties thereto as
lenders (in such capacity, "Co-Agent"), and the financial
institutions which are parties to the Loan Agreement as lenders
(collectively, "Lenders") have entered into financing
arrangements with Edison Brothers Stores, Inc., ("Edison"),
Edison Brothers Apparel Stores, Inc., ("Edison Apparel") and
Edison Puerto Rico Stores, Inc. ("Edison Puerto Rico", and
together with Edison and Edison Apparel, individually, a
"Borrower" and collectively, "Borrowers") and the other
signatories to the Loan Agreement as guarantors (individually, a
"Guarantor" and collectively, "Guarantors"), pursuant to which
Agent and Lenders may make loans and advances and provide other
financial accommodations to Borrowers as set forth in the Loan
and Security Agreement, dated as of September 26 , 1997, by and
among Agent, Co-Agent, Lenders, Guarantors and Borrowers (as the
same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan
Agreement") and other agreements, documents or instruments
referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing,
including the Loan Agreement, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, being collectively referred to herein as
the "Financing Agreements"). All capitalized terms used herein
shall have the meaning assigned thereto in the Loan Agreement,
unless otherwise defined herein.
Borrowers and Guarantors have requested certain amendments
to the Loan Agreement and Agent, Co-Agent and Lenders are willing
to agree to such amendments, subject to the terms and conditions
contained in this Amendment. By this Amendment, Agent, Co-Agent,
Lenders, Borrowers and Guarantors desire and intend to evidence
such amendments.
In consideration of the foregoing and the agreements and
covenants contained herein, the parties hereto agree as follows:
1. The definition of the term "Net Worth" in the Loan
Agreement is hereby amended by adding the following at the end
thereof:
"As to Edison and its Subsidiaries for purposes of
Section 9.14 hereof, any reductions, write-offs, amortizations or
adjustments of goodwill, including reorganization value in excess
of identifiable assets, by Edison and its Subsidiaries after
September 26, 1997 shall not be considered in determining net
income (loss) for purposes of the calculation of the Net Worth of
Edison and its Subsidiaries."
2. For the period commencing January 31, 1998 and ending
February 3, 2001, the reference to "$100,000,000" in Section 9.14
of the Loan Agreement is hereby deleted and replaced with the
following: "$70,000,000". Such amendment to Section 9.14 of the
Loan Agreement shall terminate and be of no further force and
effect on and after February 4, 2001.
3. In consideration of this Amendment, Borrower shall pay
Agent for the account of Lenders a facility amendment fee in an
amount equal to $100,000 payable simultaneously with the
execution hereof, which fee is fully earned as of the date
hereof. Such fee may, at the option of Agent, be charged
directly to any of Borrowers' revolving loan accounts maintained
by Agent for the account of Lenders under the Financing
Agreements.
4. Except as modified pursuant hereto, no other changes or
modifications to the Financing Agreements are intended or implied
and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties
hereto as of the effective date hereof. To the extent of
conflict between the terms of this Amendment and the Financing
Agreements, the terms of this Amendment shall control. The Loan
Agreement and this Amendment shall be read and construed as one
agreement.
5. The validity, interpretation and enforcement of this
Amendment and any dispute arising out of the relationship between
the parties hereto in connection with this Amendment, whether in
contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of New York (without giving effect to
principles of conflicts of law).
6. This letter agreement shall be binding upon and inure to
the benefit of each of the parties hereto and their respective
successors and assigns.
7. This agreement may be executed in any number of
counterparts and by each of the parties hereto in separate
counterparts, each of which shall be an original, but all of
which shall together constitute one and the same agreement.
The parties hereto have caused this letter agreement to be
duly executed and delivered by their authorized officers as of
the day and year first above written.
Very truly yours,
EDISON BROTHERS STORES, INC.
By/s/Xxxxxx X. XxXxxx
Title: Vice President, Controller
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
EDISON BROTHERS APPAREL
STORES, INC.
By/s/Xxxxxx X. XxXxxx
Title: Vice President, Controller
EDISON PUERTO RICO STORES, INC.
By/s/Xxxxxx X. XxXxxx
Title: Vice President, Controller
ACKNOWLEDGED AND AGREED:
CONGRESS FINANCIAL
CORPORATION, as Agent and Lender
By/s/Xxxxxxxx X. Xxxxx
Title: First Vice President
THE CIT GROUP/BUSINESS
CREDIT, INC., as Co-Agent and Lender
By/s/Xxxxxx Hurtfield
Title: Assistant Vice President
EDISON PAYMASTER, INC.
EDBRO MISSOURI REALTY, INC.
EDISON BROTHERS STORES INTERNATIONAL, INC.
TOFAC OF PUERTO RICO, INC.
By/s/Xxxxxx X. XxXxxx
Title: Vice President, Controller
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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EDISON INDIANA, LLC
By: EDISON BROTHERS APPAREL
STORES, INC., its Manager
By/s/Xxxxxx X. XxXxxx
Title: Vice President, Controller
