EXHIBIT 4(b)
SECOND AMENDMENT TO
TERM LOAN AGREEMENT
This Second Amendment to Term Loan Agreement (the "Second Amendment")
made as of the 28th day of October, 1995 ("Amendment Effective Date"), among
Comerica Bank and NBD Bank (formerly known as NBD Bank, N.A.) (individually,
"Bank" and collectively, "Banks"), Comerica Bank, as Agent for the Banks (in
such capacity "Agent") and Xxxxxxxx Stores Inc., a Michigan corporation
("Company").
WITNESSETH:
WHEREAS, the Banks, the Agent and the Company have executed and
delivered that certain Term Loan Agreement dated as of November 20, 1992,
which was amended by a First Amendment to Term Loan Agreement dated as of May
25, 1995 (as amended, the "Original Agreement");
WHEREAS, the Company, the Agent and the Banks desire further to amend
the Original Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises, the Banks, the Agent
and the Company hereby agree as follows:
1. Section 8.11 of the Original Agreement is amended to read in its
entirety as follows:
"8.11 Consolidated Tangible Net Worth. Maintain Consolidated
Tangible Net Worth of not less than the Minimum Amount; provided,
however, for the period beginning July 30, 1995 and ending January 26,
1996, Consolidated Tangible Net Worth shall be not less than
$76,000,000."
2. Company hereby represents and warrants that, after giving effect
to the amendments contained herein, (a) execution, delivery and performance of
the Original Agreement, as amended by this Second Amendment, are within
Company's corporate powers, have been duly authorized, are not in
contravention of law or the terms of Company's Articles of Incorporation or
Bylaws, and do not require the consent or approval of any governmental body,
agency, or authority; and the Original Agreement, as amended by this Second
Amendment, will be valid and binding obligations of Company in accordance with
its terms; (b) the continuing representations and warranties of Company set
forth in Sections 7.1 through 7.12 and 7.14 of the Original Agreement are true
and correct on and as of the date hereof with the same force and effect as
made on and as of the date hereof; (c) the continuing representations and
warranties of Company set forth in Section 7.13 of the Original Agreement are
true and correct as of the date hereof with respect to the most recent
financial statements furnished to the Bank by Company in accordance with
Section 8.3 of the Original Agreement and with respect to material adverse
changes since July 29, 1995; and (d) no Event of Default, or condition or
event which, with the giving of notice or the running of time, or both, would
constitute an Event of Default under the Original Agreement, has occurred and
is continuing as of the date hereof.
3. This Second Amendment shall be effective as of October 28, 1995.
4. All references to the term "Agreement" and to the terms "hereof",
"hereunder" and similar referential terms in the Original Agreement shall be
deemed to mean or refer to the Original Agreement as amended by this Second
Amendment.
5. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Original Agreement.
6. This Second Amendment may be executed in counterparts, in
accordance with Section 12.10 of the Original Agreement.
IN WITNESS WHEREOF, the Banks, the Agent and the Company have caused
this Second Amendment to be executed by their respective, duly authorized
officers, all as of the date set forth above.
COMPANY:
XXXXXXXX STORES INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Vice President-Treasurer
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AGENT:
COMERICA BANK:
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Title: Vice President
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BANKS:
COMERICA BANK:
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
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NBD BANK (formerly known as NBD Bank, N.A.)
By: /s/ Xxxxxx X. Xxxx
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Title: Second Vice President
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