Exhibit 4.1
SECOND AMENDMENT TO CREDIT AGREEMENT
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This Second Amendment to Credit Agreement (this "Amendment") is
entered into as of September 9, 1999, among Wickes Inc. (the "Borrower"),
Bank Boston, N.A., as Administrative Agent (the "Agent"), as Issuing Bank
and as a Lender, Bank of America, N.A. (formerly NationsBank, N.A.), as
Documentation Agent and as a Lender, and the other Lenders set forth on the
signature pages hereto.
W I T N E S S E T H
WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of February 17, 1999 (as previously amended, the "Credit
Agreement"; capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement);
WHEREAS, the Borrower has requested that the Credit Agreement be
amended in certain respects.
NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto agree as
follows:
1. Amendments to Credit Agreement. Subject to the satisfaction
of the conditions set forth in Section 2 below, the Credit Agreement is
amended as follows:
(a) The definition of "Commitment" in Section 1.1 of the Credit
Agreement is amended to read as follows:
Commitment of any Lender shall mean (a) for any date
from and including May 15 of each year to and including
November 15 of such year, such Lender's Seasonal
Commitment, and (b) for any date from and including
November 16 of any year to and including May 14 of the
following year, such Lender's Non-Seasonal Commitment.
(b) The definition of "Majority Lenders" in Section 1.1 of the
Credit Agreement is amended to read as follows:
Majority Lenders shall mean, at any time, those Lenders
(i) then owed or holding in the aggregate at least
$102,000,000 of Seasonal Commitments or (ii) if the
Commitments are terminated, those Lenders then owed or
holding in the aggregate at least fifty-one percent
(51%) of the outstanding principal amount of Revolving
Loans (or if the Commitments are terminated and no
Revolving Loans are outstanding, those Lenders then
holding at least fifty-one percent (51%) of the
aggregate participation interests in Letters of Credit
then outstanding).
(c) Second 1.1 of the Credit Agreement is amended to add the
following defined terms in proper alphabetical order:
Non-Seasonal Commitment of any Lender shall mean the
amount set forth opposite such Lender's name on Annex
I, as such Annex may be amended from time to time,
under the heading "Non-Seasonal Commitment", as such
amount may be reduced from time to time pursuant to the
terms of this Credit Agreement
Required Available Amount means (a) for any date from
and including May 15 of each year to and including
November 15 of such year, $20,000,000 and (b) for any
date from and including November 16 of any year to and
including May 14 of the following year, $15,000,000.
Seasonal Commitment of any Lender shall mean the amount
set forth opposite such Lender's name on Annex I, as
such Annex may be amended from time to time, under the
heading "Seasonal Commitment", as such amount may be
reduced from time to time pursuant to the terms of this
Credit Agreement.
(d) The definition of "Total Commitments" in Section 1.1 of the
Credit Agreement is amended to read as follows:
Total Commitments shall mean the Commitments of all the
Lenders, which shall not exceed (a) $200,000,000 for any
date from and including May 15 of each year to and including
November 15 of such year, and (b) $160,000,000 for any date
from and including November 16 of any year to and including
May 14 of the following year.
(e) Section 2.4(a) of the Credit Agreement is amended by adding
the following sentence at the end thereof:
The amount of Revolving Loans and the amount of each
Lender's Proportionate Share of Revolving Loans shall also
be computed on each of May 14 and November 15 of each year
(which dates shall also be Settlement Dates), to take into
account the increase, or decrease, of each Lender's
Commitment on such date, and each Lender's Proportionate
Share of Revolving Loans shall be adjusted upward or
downward, as applicable, on each such Settlement Date.
(f) Section 8.1 of the Credit Agreement is amended by deleting
"$15,000,000" and inserting in its place "the Required Available Amount".
(g) Annex I is amended and restated to read as set forth on
Annex I attached hereto.
2. Conditions. The effectiveness of this Amendment is
conditioned on the prior satisfaction of the following conditions:
(a) Borrower and each other Person listed on the signature pages
hereto shall have executed and delivered a counterpart of this Amendment to
the Agent;
(b) Agent shall have received resolutions of the board of
directors of Borrower regarding the contents of this Amendment (certified
by Borrower's secretary), an opinion of counsel to Borrower regarding the
contents of this Amendment and a consent of each guarantor of the
Obligations, all in form and substance satisfactory to Agent;
(c) Each Lender having a Seasonal Commitment in excess of such
Lender's Non-Seasonal Commitment shall have received an amended and
restated Revolving Note to reflect such Lender's additional Seasonal
Commitment; and
(d) No Default or Event of Default shall exist or will be caused
by the consummation of the transactions contemplated hereby.
3. Miscellaneous.
(a) Governing Law. This Amendment shall be a contract made
under and governed by the internal laws of the State of Massachusetts.
(b) Counterparts. This Amendment may be executed in any number
of counterparts, and by the parties hereto on the same or separate
counterparts, and each such counterpart, when executed and delivered, shall
be deemed to be an original, but all such counterparts shall together
constitute one and the same Amendment.
(c) Reference to Credit Agreement. Each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import, and each reference to the Credit Agreement in any other Credit
Documents, or other agreements, documents or other instruments executed and
delivered pursuant to the Credit Agreement, shall mean and be a reference
to the Credit Agreement, as amended by this Amendment.
(d) Costs and Expenses. The Borrower agrees to pay on demand
all costs and expenses (including the reasonable fees and disbursements of
counsel and other professionals) paid or incurred by the Agent in
connection with this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed and delivered by their duly authorized
officers as of the day and year first above written.
BORROWER:
WICKES INC.,
a Delaware corporation
By /s/ Xxxx Xxxxxxxx
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Its Assistant Vice President
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AGENT:
BANKBOSTON, N.A.,
as Agent
By /s/ Xxxxxxx X. XxXxxxxxx
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Its Managing Director
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DOCUMENTATION AGENT:
BANK OF AMERICA, N.A.
(formerly NationsBank, N.A.),
as Documentation Agent
By /s/ X.X. Xxxxxx
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Its Senior Vice President
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ISSUING BANK:
BANKBOSTON, N.A.
By /s/ Xxxxxxx X. XxXxxxxxx
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Its Managing Director
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LENDERS:
BANKBOSTON, N.A.
By /s/ Xxxxxxx X. XxXxxxxxx
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Its Managing Director
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FOOTHILL CAPITAL CORPORATION
By /s/ Xxxx Xxxxxxxx
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Its Vice President
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BANK OF AMERICA, N.A.
(formerly NationsBank, N.A.)
By /s/ X.X. Xxxxxx
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Its Senior Vice President
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LASALLE BANK NATIONAL ASSOCIATION
By /s/ Xxxx Xxxxxxx
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Its Senior Vice President
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THE CIT GROUP/BUSINESS CREDIT, INC.
By /s/ Bond Xxxxxxxx
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Its Assistant Vice President
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FLEET CAPITAL CORPORATION
By /s/ Art Xxxxxxxxx
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Its Vice President
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CONGRESS FINANCIAL CORPORATION
(CENTRAL)
By /s/ Xxxxx Xxxx
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Its Vice President
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AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By /s/ Xxxxx X. Xxxxx
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Its Vice President
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ANNEX I
LENDERS AND COMMITMENT AMOUNTS
Non-Seasonal Seasonal
Name and Address of Lender Commitment Commitment
-------------------------- ----------- ----------
BANKBOSTON, N.A. $30,000,000 $30,000,000
Domestic Lending Office:
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Eurodollar Lending Office:
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Address for Notices:
BankBoston, N.A.
Asset Based Finance
000 Xxxxxxx Xxxxxx
Mail Stop MA BOS 01-09-08
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Facsimile: (000) 000-0000
Non-Seasonal Seasonal
Name and Address of Lender Commitment Commitment
-------------------------- ---------- ----------
FOOTHILL CAPITAL CORPORATION $25,000,000 $30,000,000
Domestic Lending Office:
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Eurodollar Lending Office:
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Address for Notices:
Foothill Capital Corporation
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxxxx
Facsimile: (000) 000-0000
Non-Seasonal Seasonal
Name and Address of Lender Commitment Commitment
-------------------------- ---------- ----------
BANK OF AMERICA, N.A. (formerly $25,000,000 $33,332,000
NationsBank, N.A.)
Domestic Lending Office:
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Eurodollar Lending Office:
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Address for Notices:
NationsBank, N.A.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
Non-Seasonal Seasonal
Name and Address of Lender Commitment Commitment
-------------------------- ---------- ----------
LASALLE BANK NATIONAL ASSOCIATION $17,500,000 $24,167,000
(formerly LaSalle National Bank)
Domestic Lending Office:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Eurodollar Lending Office:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Address for Notices:
LaSalle National Bank
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
Non-Seasonal Seasonal
Name and Address of Lender Commitment Commitment
-------------------------- ---------- ----------
THE CIT GROUP/BUSINESS CREDIT, INC. $17,500,000 $24,167,000
Domestic Lending Office:
00 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Eurodollar Lending Office:
00 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Address for Notices:
The CIT Group/Business Credit, Inc.
00 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxx
Facsimile: (000) 000-0000
Non-Seasonal Seasonal
Name and Address of Lender Commitment Commitment
-------------------------- ---------- ----------
FLEET CAPITAL CORPORATION $15,000,000 $15,000,000
Domestic Lending Office:
00000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxx 00000
Eurodollar Lending Office:
00000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxx 00000
Address for Notices:
Fleet Capital Corporation
Xxx Xxxxx Xxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Facsimile: (000) 000-0000
Non-Seasonal Seasonal
Name and Address of Lender Commitment Commitment
-------------------------- ---------- ----------
CONGRESS FINANCIAL CORPORATION $15,000,000 $21,667,000
(CENTRAL)
Domestic Lending Office:
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Eurodollar Lending Office:
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Address for Notices:
Congress Financial Corporation
(Central)
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxx
Facsimile: (000) 000-0000
Non-Seasonal Seasonal
Name and Address of Lender Commitment Commitment
-------------------------- ---------- ----------
AMERICAN NATIONAL BANK AND TRUST $15,000,000 $21,667,000
COMPANY OF CHICAGO
Domestic Lending Office:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Eurodollar Lending Office:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Address for Notices:
American National Bank and Trust
Company of Chicago
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx
Facsimile: (000) 000-0000
Total Commitments: $160,000,000 $200,000,000
CONSENT AND REAFFIRMATION
Each of the undersigned (each, a "Guarantor") hereby (i)
acknowledges receipt of a copy of the foregoing Second Amendment to Credit
Agreement; (ii) consents to Borrower's execution and delivery thereof;
(iii) agrees to be bound thereby; (iv) affirms that nothing contained
therein shall modify in any respect whatsoever its guaranty of the
obligations of Borrower pursuant to the terms of a certain Corporate
Guaranty dated February 17, 1999 (the "Guaranty"); and (v) reaffirms that
each of the Guaranty and the other Credit Documents executed by it is and
shall continue to remain in full force and effect. Although each Guarantor
has been informed of the matters set forth herein and has acknowledged and
agreed to same, each Guarantor understands that Agent and Lenders have no
obligation to inform any Guarantor of such matters in the future or to seek
any Guarantor's acknowledgment or agreement to future amendments or
waivers, and nothing herein shall create such a duty.
IN WITNESS WHEREOF, each of the undersigned has executed this
Consent and Reaffirmation on and as of the date of such Amendment.
LUMBER TRADEMARK COMPANY
By /s/ Xxxxx X. Xxxxxxx
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Its Vice President
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GLC DIVISION INC.
By /s/ Xxxxx X. Xxxxxxx
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Its Vice President
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