EXHIBIT 10.5
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AMENDMENT NO. EIGHT TO REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. EIGHT TO REVOLVING CREDIT AGREEMENT
("Amendment No. Eight") is made effective as of the 21st day of
September, 1999, to the Revolving Credit Agreement dated August
30, 1985, (the "Agreement") executed by and between BURLINGTON
COAT FACTORY WAREHOUSE CORPORATION, a corporation duly organized
under the laws of the State of Delaware and BURLINGTON COAT
FACTORY WAREHOUSE OF NEW JERSEY, INC., a corporation duly
organized under the laws of the State of New Jersey (herein
collectively referred to as the "Borrower"), and NATIONAL CITY
BANK, successor by merger to National City Bank of Columbus,
formerly known as National City Bank, Columbus, formerly known as
BancOhio National Bank, a national banking association with a
banking office at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000
(herein called "Bank").
WITNESSETH:
WHEREAS, Borrower and Bank entered into the Agreement pursuant to
which Bank extended a commitment to make revolving loans to
Borrower up to a maximum principal amount of Twenty-Five Million
and 00/100 Dollars ($25,000,000.00), said maximum principal
amount having previously been increased to Fifty Million and
00/100 Dollars ($50,000,000.00), and each loan having been made
pursuant to the terms of the Agreement; and
WHEREAS, Borrower and Bank have previously entered into
amendments of the Agreement, as evidenced by Amendment No. 1
dated January 7, 1987, by an Amendment No. 2 dated February 3,
1987, by an Amendment No. 3 dated June 1, 1989, by Amendment No.
4 dated August 18, 1993, by Amendment No. 5 dated September 28,
1995, by Amendment No. Six dated March 28, 1996, and by Amendment
No. Seven dated June 1, 1998, (collectively, the "Amendments")
(the Agreement together with the Amendments hereinafter
collectively referred to as the "Agreement"); and
WHEREAS, Borrower and Bank desire to amend the Agreement to
modify Subsection 7.05(G) of the Agreement, but to otherwise
preserve, ratify, and reaffirm the terms and conditions of the
Agreement.
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NOW THEREFORE, the parties hereto, in consideration of the mutual
promises and covenants herein contained, agree as follows:
1. Subsection 7.05(G) of the Agreement is hereby deleted in its
entirety and the following is hereby inserted in its place:
(G) other encumbrances on property owned by Borrower or any
Subsidiary made in connection with borrowings in an
aggregate amount equal to not more than Twenty-Five Million
and 00/100 Dollars ($25,000,000.00);
2. Borrower hereby expressly acknowledges and confirms that the
representations and warranties of Borrower set forth in Article
VI of the Agreement are true and accurate on this date with the
same effect as if made on and as of this date; that except as
previously disclosed to Bank, no financial condition or
circumstances exists as to Borrower which would inevitably result
in the occurrence of an Event of Default under Article VII of the
Agreement; and that except as previously disclosed to Bank, no
event has occurred or no condition exists which constitutes, or
with the running of time or the giving of notice would constitute
an Event of Default under Article VIII of the Agreement.
3. Except, as herein expressly modified, the parties hereto
ratify and confirm all of the terms, conditions, warranties and
covenants of the Agreement, including provisions for the payment
of the Note pursuant to the terms of the Agreement. This
Amendment does not constitute the extinguishment of any
obligation or indebtedness previously incurred.
4. This Amendment shall be binding upon Borrower, and Bank and
their respective successors and assigns, and shall inure to the
benefit of Bank and its respective successors and assigns.
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Executed by the parties hereto in manner and from sufficient to
bind them effective as of the date and year first above written.
BURLINGTON COAT FACTORY
WAREHOUSE CORPORATION
By: /s/ Xxxxxx XxXxxxx
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Its: Chief Accounting Officer
BURLINGTON COAT FACTORY
WAREHOUSE OF NEW JERSEY, INC.
By: /s/ Xxxxxx XxXxxxx
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Its: Chief Accounting Officer
NATIONAL CITY BANK
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Its: Senior Vice President
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EXHIBIT 27
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