Exhibit 4(a)
AMENDMENT TO REVOLVING CREDIT AGREEMENT
January 21, 2000
Xxxxxxxx Stores Inc.
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Revolving Credit Agreement dated as of March 24, 1997, as
amended (the "Loan Agreement"), among Xxxxxxxx Stores Inc.
(the "Borrower"), the Lenders described therein and The CIT
Group/Business Credit, Inc., as Agent (the "Agent") for the
Lenders
Ladies and Gentlemen:
Reference is made to the Loan Agreement. All capitalized terms used herein
and not defined shall have the meanings given to such terms in the Loan
Agreement.
This letter shall confirm the agreement of the Borrower and Agent, on behalf
of the Lenders, to amend the Loan Agreement in the following manner:
1. The first sentence of Section 8.04(b) of the Loan Agreement is
amended by (a) deleting the word "and" set forth immediately before clause
(v) of such sentence, and (b) adding at the end of such sentence a new clause
(vi) which reads as follows:
"(vi) the Borrower may sell real estate owned by the Borrower to
unrelated third parties in connection with sale-leaseback
transactions relating to such real estate, provided that the
Borrower continues to occupy such real estate after such sale".
2. Section 8.07 of the Loan Agreement is amended by (a) deleting
clause (i) thereof in its entirety and (b) deleting the phrase "and
$12,000,000 for each fiscal year thereafter" set forth in clause (ii)
thereof, and inserting in its place the phrase ", $13,000,000 for the fiscal
years ending January, 2000 and January 2001, $16,000,000 for the fiscal year
ending January, 2002 and $18,000,000 for each fiscal year thereafter".
3. Section 8.08 of the Loan Agreement is amended and restated in
its entirety to read as follows:
Xxxxxxxx Stores Inc.
January 21, 2000
Page 2
"8.08 Capital Expenditures. Make or be committed to
make, or permit any of its Subsidiaries to make or be committed to
make, any capital expenditure (by purchase or capitalized lease)
for fixed or capital assets other than expenditures (including
obligations under Capitalized Leases) which would not cause the
aggregate amount of all such expenditures to exceed (i)
$10,000,000 for the fiscal year ending January 31, 2000, (ii)
$20,000,000 for the fiscal year ending January 31, 2001, (iii)
$22,500,000 for the fiscal year ending January 31, 2002 and (iv)
$25,000,000 for each fiscal year thereafter. In addition, the
portion of such capital expenditures paid for in cash by the
Borrower shall not exceed the Maximum Permitted Amount. For
purposes of this Section 8.08, the term "Maximum Permitted Amount"
shall mean (i) $25,000,000 (or the maximum amount of total capital
expenditures set forth above, if less) if Availability of at least
$30,000,000 (computed assuming that the Activated Revolving Credit
Commitments are $100,000,000) exists at all times during such
fiscal year and for sixty (60) days after such fiscal year ends
after giving effect to such expenditure (ii) $15,000,000 if
Availability of at least $20,000,000 (computed assuming that the
Activated Revolving Credit Commitments are $100,000,000) exists at
all times during such fiscal year and for sixty (60) days after
such fiscal year ends after giving effect to such expenditure and
(iii) $10,000,000 at all other times, provided in each case no
Event of Default or Potential Default shall have occurred and be
continuing."
All references to the Loan Agreement, whether set forth in the Loan Agreement
itself or in any of the other Loan Documents, shall be deemed to be
references to the Loan Agreement as amended hereby.
Except as expressly amended by the terms of this letter, the Loan Agreement
shall remain unmodified and in full force and effect. Please acknowledge your
agreement to the terms of this letter by executing this letter on the
following page and returning it to the undersigned. In addition, we request
that all guarantors execute this letter where indicated below to confirm that
their respective guaranties shall continue in full force and effect
notwithstanding the agreements of the Borrower and Agent set forth in this
letter.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT,
INC., as Agent for the Lenders
By: /S/ Bond Xxxxxxxx
Its: Assistant Vice President
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