Exhibit 10.19
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of September 1, 2001, by and between Shoe Pavilion Corporation, a
Washington corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION
("Bank").
RECITALS
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WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of FEBRUARY 27, 2001, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 4.8 (c) is hereby deleted in its entirety, and the following
substituted therefor:
"(c) EBITDA, determined as of each fiscal quarter end on a
rolling four quarter basis, not less than $3,000,000.00 as of the
third fiscal quarter of fiscal year ending 2001, not less than
$4,000,000.00 as of fiscal year ending December 2001, and not
less than $4,500,000.00 as of each fiscal quarter thereafter,
with "EBITDA" defined as net profit before tax plus interest
expense (net of capitalized interest expense), depreciation
expense and amortization expense."
2. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
3. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
XXXXX FARGO BANK,
SHOE PAVILION CORPORATION NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Title: CEO Vice President
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