EXHIBIT 10.22
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into
as of March 1, 2002, 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.(b) and (c) are hereby deleted in their entirety, and the
following substituted therefor:
"(b) Net income after taxes not less than $1.00 on an annual
basis, determined as of each fiscal year end, and pre-tax profit not
less than $1.00 on a semi-annual basis, determined as of the fiscal
quarter ending June and the fiscal quarter ending December, except net
loss is permitted in the last quarter of fiscal year ending 2001 and
the first quarter of 2002.
(c) EBITDA, determined as of each fiscal quarter end on a
rolling four quarter basis, not less than $3,750,000.00 as of fiscal
quarter ending March 2002, not less than $3,500,000.00 as of fiscal
quarter ending June 2002, and not less than $3,100,000.00 quarterly
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 remains 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 PAVILLION CORPORATION NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxx
Title: Vice President Vice President
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