EXHIBIT 10.4
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[LETTERHEAD OF THE CIT GROUP]
February 24, 2000
Weiner's Stores, Inc.
6005 Westview Drive
Houston, Texas 77055
Attn: Mr. Raymond J. Miller
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
Dear Mr. Miller:
Reference is made to that certain Revolving Credit Agreement dated as
of August 26, 1997 (as amended, modified or supplemented from time to time, the
"Credit Agreement"), among Weiner's Stores, Inc., a Delaware corporation (the
"Borrower"), the financial institutions from time to time party thereto
(collectively, the "Lenders" and individually, a "Lender"), and The CIT
Group/Business Credit, Inc., as a Lender and as agent for the Lenders (in such
capacity, the "Agent"). Capitalized terms used but not otherwise defined herein
shall have the same meanings ascribed to such terms in the Credit Agreement.
The Borrower, the Lenders, and the Agent desire to amend certain
provisions of the Credit Agreement. Accordingly, in accordance with Section
10.03 of the Credit Agreement, the Borrower, the Lenders, and the Agent hereby
agree as follows:
1. Cumulative FIFO EBITDA. Section 8.12 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"Permit Cumulative FIFO EBITDA for any fiscal quarter
(calculated on a rolling twelve (12) month basis) of
the Borrower ending on the dates set forth below to be
less than the amount specified opposite each such
fiscal quarter.
Fiscal Quarter Amount
-------------- ------
January 29, 2000 875,000
April 29, 2000 (1,000,000)
July 29, 2000 (3,500,000)
October 28, 2000 875,000
February 3, 2001 2,375,000
<PAGE>
Fiscal Quarter Amount
-------------- ------
May 5, 2001 2,875,000
August 4, 2001 2,875,000
November 3, 2001 2,875,000
February 2, 2002 3,375,000
May 4, 2002 3,875,000
August 3, 2002 3,875,000
November 2, 2002 3,875,000
February 1, 2003 4,375,000
May 3, 2003 4,875,000
August 2, 2003 4,875,000"
2. The Cumulative FIFO EBITDA covenant amounts for the rolling 12
month periods ending April 29, 2000 and July 29, 2000 shall be
increased for each such period by an amount equal to the
excess of EBITDA for the fiscal year ending January 29, 2000
(per audited financial statements) in excess of $2,400,000.
3. Pursuant to mutual agreement, we shall charge you a one-time
Facility Fee in the amount of $15,000.00 for this
accommodation, which fee shall be in addition to all other
fees we are entitled to charge you under the Credit Agreement
and shall be due and charged to your loan account upon
execution of this agreement. You hereby confirm that we may
charge your loan account with such amount.
Except as specifically set forth herein, no other change in the terms or
conditions of the Credit Agreement is intended or implied. If the foregoing is
in accordance with your understanding, please so indicate by signing and
returning to us the enclosed copy of this letter.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT,
INC., as Agent and Lender
By: /s/ Grant Weiss
--------------------------------
Name: Grant Weiss
Title: Assistant Vice President
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<PAGE>
GENERAL ELECTRIC CAPITAL
CORPORATION, a Lender
By: /s/ Martin Greenberg
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Name: Martin Greenberg
Title: Duly Authorized Signatory
Read and Agreed to:
WEINER'S STORES, INC., Borrower
By: /s/ Raymond J. Miller
--------------------------------------
Name: Raymond J. Miller
Title: Executive Vice President, Chief
Operating Officer and Chief Financial Officer
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