Exhibit 10(c)
FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT
This First Amendment to Debtor-In-Possession Credit Agreement (the "First
Amendment") is made as of this 26th day of September, 2000 by and among
FLEET RETAIL FINANCE INC., as Administrative Agent and Collateral Agent for
the Lenders, a Delaware corporation, having its principal place of business
at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000; and
the LENDERS, and
XXXXXX-XXXXXX COMPANY, debtor and debtor-in-possession, a Virginia
corporation, having its principal place of business at 00000 Xxxx Xxxxx
Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("Xxxxxx-Xxxxxx"); and
XXXXXX-XXXXXX FURNITURE COMPANY, debtor and debtor-in-possession, a North
Carolina corporation, having its principal place of business at 00000 Xxxx
Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("Furniture"); and
XXXXXX-XXXXXX FURNITURE WEST, INC., debtor and debtor-in-possession, an
Arizona corporation, having its principal place of business at 00000 Xxxx
Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("West"); and
HMY ROOMSTORE, INC., debtor and debtor-in-possession, a Virginia
corporation, having its principal place of business at 00000 Xxxx Xxxxx
Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("RoomStore"); and
HMY STAR, INC., debtor and debtor-in-possession, a Virginia corporation,
having its principal place of business at 00000 Xxxx Xxxxx Xxxxxxx,
Xxxxxxxx, Xxxxxxxx 00000 ("Star"); and
MACSAVER FINANCIAL SERVICES, INC., debtor and debtor-in-possession, a
Delaware corporation, having its principal place of business at 00000 Xxxx
Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("Financial"); and
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H:
WHEREAS, on August 16, 2000, Xxxxxx-Xxxxxx, Furniture, West, RoomStore,
Star, and Financial, the Fleet Retail Finance Inc., as Administrative Agent and
Collateral Agent, Back Bay Capital Funding, LLC as Tranche B Administrative
Agent, CitiCorp USA, Inc., as Syndication Agent, Fleet National Bank, as Issuing
Bank, FleetBoston Xxxxxxxxx Xxxxxxxx, Inc., as Arranger, and the Lenders entered
into that certain Debtor-In-Possession Credit Agreement (as amended and in
effect, the "Credit Agreement"); and
WHEREAS, the Loan Parties and the Lenders desire to modify certain of the
provisions of the Credit Agreement as set forth herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. Capitalized Terms. All capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Credit Agreement.
2. Amendment to Article V. The provisions of Section 5.01(g) of the Credit
Agreement are hereby amended by deleting the following text therefrom:
no later than five (5) Business Days prior to the initial date
established in the Proceedings for a hearing to approve the Final
Borrowing Order,
and substituting the following in its stead:
no later than October 25, 2000,
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3. Ratification of Loan Documents. Except as provided herein, all terms and
conditions of the Credit Agreement and of the other Loan Documents remain in
full force and effect. The Loan Parties each hereby ratify, confirm, and
reaffirm all of the representations and warranties contained therein.
4. Miscellaneous.
(a) This First Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed
and delivered shall be an original, and all of which together shall
constitute one instrument.
(b) This First Amendment expresses the entire understanding of the parties
with respect to the transactions contemplated hereby. No prior
negotiations or discussions shall limit, modify, or otherwise affect
the provisions hereof.
(c) Any determination that any provision of this First Amendment or any
application hereof is invalid, illegal or unenforceable in any respect
and in any instance shall not effect the validity, legality, or
enforceability of such provision in any other instance, or the
validity, legality or enforceability of any other provisions of this
First Amendment.
(d) The Loan Parties shall pay on demand all costs and expenses of the
Agents and the Lenders, including, without limitation, reasonable
attorneys' fees in connection with the preparation, negotiation,
execution and delivery of this First Amendment.
(e) The Loan Parties warrant and represent that the Loan Parties have
consulted with independent legal counsel of their selection in
connection with this First Amendment and is not relying on any
representations or warranties of the Agent or the Lenders or their
counsel in entering into this First Amendment.
IN WITNESS WHEREOF, the parties have hereunto caused this First Amendment
to be executed and their seals to be hereto affixed as of the date first above
written.
XXXXXX-XXXXXX COMPANY
by /s/Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
SUBSIDIARY LOAN PARTIES
XXXXXX-XXXXXX FURNITURE COMPANY
by /s/Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
XXXXXX-XXXXXX FURNITURE WEST, INC.
by /s/Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
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HMY ROOMSTORE, INC.
by /s/Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
HMY STAR, INC.
by /s/Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
MACSAVER FINANCIAL SERVICES, INC.
by /s/Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
FLEET RETAIL FINANCE INC.,
as Administrative Agent, as Collateral
Agent, and as Lender
By: /s/Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
Address:
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BACK BAY CAPITAL FUNDING, LLC,
as Lender
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Address:
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
Telephone:(000) 000-0000
Telecopy: (000) 000-0000
CITICORP USA, INC., as Lender
By: /s/Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Vice Prsident
Address:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------
Attn: Xxxxx Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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