Exhibit 4.7
SIXTH AMENDMENT AGREEMENT
This SIXTH AMENDMENT AGREEMENT, dated as of February
18, 2000 (the "Agreement"), is among Specialty Retailers, Inc.
(the "Borrower"), Stage Stores, Inc. (the "Parent"), the banks
named therein (the "Banks") and Credit Suisse First Boston, as
Administrative Agent, Collateral Agent, Swingline Bank and L/C
Bank (the "Administrative Agent").
PRELIMINARY STATEMENT
WHEREAS, the Borrower, the Parent, the Banks and the
Administrative Agent are parties to the Credit Agreement, dated
as of June 17, 1997, as amended through the date hereof (the
"Credit Agreement");
WHEREAS, the Borrower has requested the amendment of
certain provisions set forth in the Credit Agreement;
WHEREAS, the Banks have agreed to amend the specific
provisions set forth herein under the terms and conditions set
forth herein;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
SECTION 1. Defined Terms. Capitalized terms used
and not defined herein shall have the meanings assigned to such
terms in the Credit Agreement.
SECTION 2. Amendments. The Banks hereby agree to
amend the Credit Agreement as follows:
(a) The definition of "Consolidated EBITDA" in Section 1.1
of the Credit Agreement is hereby amended by adding the following
before the "." at the end thereof:
", plus (ix) any special charges relating to the
closing of any stores other than the stores listed on Schedule 1
to the Sixth Amendment Agreement, dated as of February 18, 2000.
(b) The definition of "Material Adverse Effect" in Section
1.1 of the Credit Agreement is hereby restated in its entirety as
follows:
""Material Adverse Effect" shall mean, measured from
the date of closing of the Senior Revolving Credit Facility, a
material adverse effect upon (i) the business, operations, proper
ties, assets or condition (financial or otherwise) of the Parent
and its Subsidiaries taken as a whole or (ii) the ability of any
Loan Party to perform, or of the Administrative Agent, any L/C
Bank, the Swingline Bank, the Collateral Agent or any of the
Banks to enforce, any of the Obligations."
(c) Section 1.1 of the Credit Agreement is hereby amended
by adding the following definition:
""Senior Revolving Credit Facility" shall mean the
Senior Financing as defined in that Commitment Letter dated as of
February 18, 2000, substantially in the form attached hereto as
Exhibit A."
(d) The Credit Agreement is hereby amended by adding the
following new Section 6.2(k):
"(k) Indebtedness under the Senior Revolving Credit
Facility."
(e) Section 6.3(g) of the Credit Agreement is hereby
amended by adding the following before the word "securing" in the
second line thereof:
"or pursuant to any other document"
(f) The Credit Agreement is hereby amended by adding the
following new Section 6.3(k):
"(k) Liens created by the Borrower or any Subsidiary
against inventory for the benefit of Senior Revolving Credit
Facility."
(g) The Credit Agreement is hereby amended by adding the
following new Section 2.10(d):
"(d) Simultaneously with any required prepayment of the
Revolving Loans in accordance with the provisions of Section
2.12(i) , each Bank's Total Expansion Loan Commitment shall be
permanently reduced by such Bank's Pro Rata Share of the amount
of such prepayment."
(h) The Credit Agreement is hereby amended by adding the
following new Section 2.12(i):
"(i) Store Closings. On the tenth Business Day after
the end of the fiscal month after the termination of business at
a store (other than the stores listed on Schedule 1 to the Sixth
Amendment Agreement, dated as of February __, 2000), the Borrower
shall prepay the outstanding Expansion Loans in an amount equal
to 100% of the amount of the proceeds from liquidating the
existing inventory, furniture and fixtures at such store to be
closed at the commencement of a going out of business or similar
sale, less all cash costs associated with closing such store,
including but not limited to future lease or occupancy cost
payments, severance payments, costs of conducting such going out
of business or similar sale and taxes."
(i) The Credit Agreement is hereby amended by adding the
following new Section 4.28:
"Section 4.28 Cash Balances. The aggregate amount of
readily available cash or cash equivalent in the corporate
concentration account of the Borrower and its Subsidiaries does
not exceed at any time $20 million after giving effect to any
proposed borrowing."
(j) The Credit Agreement is hereby amended by adding the
following new Section 5.12:
"Section 5.12 Cash Sweep. The Borrower hereby
covenants on each Business Day to sweep cash held at stores and
local deposit or concentration accounts to the corporate
concentration account in accordance with customary and typical
past historical practices of the Borrower."
SECTION 3. Representations and Warranties; No
Defaults. Each Loan Party hereby represents and warrants that
after giving effect to the amendments set forth in Section 2 of
this Agreement, (a) the representations and warranties contained
in the Credit Agreement and Loan Documents are correct on the
effective date of this Agreement, and (b) no Default or Event of
Default has occurred or is continuing on the date hereof and on
the effective date of this Agreement.
SECTION 4. Counterparts. This Agreement (a) may be
executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall
constitute one and the same instrument, (b) shall be effective
only in this specific instance for the specific purpose set forth
herein, and (c) does not allow any other or further departure
from the terms of the Credit Agreement or the Loan Documents,
which terms shall continue in full force and effect.
SECTION 5. Conditions to Effectiveness. This Agree
ment shall become effective as of the date hereof when (a) copies
hereof, when taken together, bearing the signatures of each of
the Loan Parties and the Required Banks have been received by the
Administrative Agent, (b) the Borrower has granted the Banks a
first priority lien on the corporate concentration account to
secure the Obligations under the Existing Facility, (c) the
Borrower has granted the Banks a second priority lien on all
Eligible Inventory (to be defined) of the Borrower and its
Subsidiaries to secure an amount equal to the difference between
$50 million of borrowing under the Existing Facility minus the
amount of indebtedness under the Senior Revolving Credit Facility
outstanding on the date of the occurrence of an Event of Default
(as defined in the Senior Revolving Credit Facility), (d) the
Borrower has granted the Banks a first priority lien to secure
the Obligations under the Existing Facility on all tangible
personal property, including furniture, fixtures and equipment
and (e) the Senior Revolving Credit Facility is duly executed and
becomes effective. The Borrower and Subsidiaries agree to effect
such additional documents or agreements as the Administrative
Agent may reasonably request in connection with the foregoing.
SECTION 6. Acknowledgments, Releases and Defenses.
Each Loan Party hereby (i) acknowledges and confirms that the
Administrative Agent and the Banks have performed fully all of
their respective obligations under the Credit Agreement and the
other Loan Documents and the instruments and agreements referred
to therein; (ii) releases the Administrative Agent, the Banks,
and the Administrative Agent's and Banks' respective officers,
directors, employees, agents, attorneys, affiliates, subsidiaries
and representatives from any an all actions, causes of action,
claims, demands, damages and liabilities of whatever kind or
nature, in law or in equity, now known or unknown, suspected or
unsuspected to the extent that any of the foregoing arises from
any action or failure to act on or prior to the date hereof;
(iii) acknowledges that it has no offsets or defenses to its
obligations under the Credit Agreement and the other Loan
Documents; and (iv) ratifies, acknowledges and affirms its
obligations under the Credit Agreement and the other Loan
Documents, including, without limitation, the amounts borrowed
thereunder. Except as otherwise specified herein, there is no
amendment of any other term, condition or provision of the Credit
Agreement all of which are hereby ratified and confirmed by the
Borrower and the Parent.
SECTION 7. Applicable Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers,
all as of the date and year first written above.
SPECIALTY RETAILERS, INC.
By: /s/ Charles M. Sledge___________________
Name: Charles M. Sledge
Title: SVP Finance & Treasurer
STAGE STORES, INC.
By: /s/ James A. Marcum __________________
Name: James A. Marcum
Title: Vice Chairman/CFO
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent, Collateral Agent,
Swingline Bank and L/C Bank
By: /s/ Jan Kofol________________________
Name: Jan Kofol
Title: Director
By: /s/ Didier Siffer_____________________
Name: Didier Siffer
Title: Vice President
BANK UNITED
By: /s/ Gordon Kovacs__________________
Name: Gordon Kovacs
Title: Vice President
BANQUE WORMS CAPITAL CORPORATION
By: __________________________
Name:
Title:
BANQUE PARIBAS HOUSTON AGENCY
By: /s/ Albert A. Young Jr._____________
Name: Albert A. Young Jr.
Title: Director
By: /s/ Edward V. Canale______________
Name: Edward V. Canale
Title: Managing Director
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
F.K.A. Creditanstalt Corporate Finance, Inc.
By: __________________________
Name:
Title:
By: __________________________
Name:
Title:
HIBERNIA NATIONAL BANK
By: __________________________
Name:
Title:
IMPERIAL BANK, A CALIFORNIA BANKING CORPORATION
By: __________________________
Name:
Title:
ROYAL BANK OF SCOTLAND
By: /s/ Derek Bonnar_______________
Name: Derek Bonnar
Title: Vice President
THE FUJI BANK, LIMITED
By: __________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Richard P. DeGrey____________
Name: Richard P. DeGrey
Title: Vice President
FIRST COMMERCIAL BANK
By: __________________________
Name:
Title:
Bankers Life & Casualty
By: /s/ Eric Johnson_____________
Name: Eric Johnson
Title: Vice President
STEIN, ROE & FARNHAM / KEYPORT LIFE
By: /s/ Jim Fellows______________
Name: Jim Fellows
Title:
_______________________________
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