THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
This THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Third
Amendment") is entered into on, and will be effecitve on, December 2,
1996, and is the third amendment to the Revolving Credit Agreement
dated as of July 31, 1993, as amended by a First Amendment To Revolving
Credit Agreement effective as of July 31, 1994 and by a Second
Amendment To Revolving Credit Agreement effective as of June 15, 1995
(the "Agreement") by and among XXXX STORES, INC. ("Borrower"), each of
the financial institutions listed in Schedule I to the Agreement, as
amended from time to time, (such financial institutions being referred
to in the Agreement and in this Third Amendment collectively as the
"Banks" and individually as a "Bank"), and XXXXX FARGO BANK, NATIONAL
ASSOCIATION ("Xxxxx Fargo"), as agent for the Banks (in such capacity,
"Agent").
RECITALS
WHEREAS, the Borrower has requested that the limitation on the
Borrower's and any Subsidiary's entering into any sale and leaseback
agreement covering any fixed assets and on expenditures for the
acquisition or leasing of fixed assets under Section 6.4 of the
Agreement be eliminated starting on the first day of the Borrower's
fiscal year beginning in 1996; and
WHEREAS, the Banks agree to this request if the Borrower signs this
Third Amendment;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Third
Amendment hereby agree as follows:
1. DEFINITIONS. Terms defined in the Agreement and used, but not
defined, in this Third Amendment are used in this Third Amendment with
their meanings as defined in the Agreement as amended by this Third
Amendment.
2. EFFECTIVE DATE. The Borrower and the Banks agree that this
Third Amendment will be effective on and after December 2, 1996.
3. CAPITAL EXPENDITURES LIMITATION. The Borrower and the Banks
agree that the prohibition in Section 6.4 of the Agreement to the
Borrower entering into, or permitting any Subsidiary to enter into, any
sale and leaseback agreement or agreements covering any of its fixed
assets or to expending or incurring, or permitting any subsidiary to
expend or incur, obligations for the acquisition of fixed assets or the
leasing of fixed assets will be eliminated from the Agreement. To that
end, Section 6.4 of the Agreement is hereby deleted in its entirety
from the Agreement as of the first day of the start of the fiscal year
of the Borrower beginning in 1996, and Sections 6.5 and 6.6 of the
Agreement are hereby renumbered Sections 6.4 and 6.5.
4. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks to
enter into this Third Amendment and to amend the Agreement in the
manner provided in this Third Amendment, the Borrower hereby represents
and warrants that (a) the representations and warranties contained in
Article IV of the Agreement are true and correct on the date of this
Third Amendment, with the same effect as though such representations
and warranties had been made on and as of such date, and (b) no Event
of Default, as specified in Section 7.1 of the Agreement, and no
condition, event or act which with the giving of notice or the passage
of time or both would constitute such an Event of Default, has
occurred, is continuing or is existing on the date of this Third
Amendment.
5. AGREEMENT OTHERWISE UNALTERED. Except as expressly modified by
this Third Amendment, the Agreement shall continue to be and shall
remain in full force and effect.
6. GOVERNING LAW. The validity, construction and effect of this
Third Amendment shall be governed by, and be construed under, the laws
of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment by their duly authorized officers as of the day and year
first above written.
XXXX STORES, INC. XXXXX FARGO BANK, NATIONAL
ASSOCIATION, individually and
as Agent
By: /s/ Xxxx Xxxx By: /s/ Xxxxxx Xxxxxx
Title: Senior Vice President Title: Vice President
and Controller
NATIONSBANK OF TEXAS, N.A. BANQUE NATIONALE DE PARIS
BY: /s/ Xxxx XxXxxxxx By: /s/ Xxxxxxxxx Xxxxx & Xxxxxxx X. Day
Title: Vice President Title:Vice President Asst. Vice President
BANK OF AMERICA, N.T. & S.A.
By: /s/ Xxxx X. Xxxxxxxxx
Title: Vice President
