<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 16, 1996
The Caldor Corporation
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(Exact Name of Registrant as specified in its charter)
Delaware 1-10745 06-1282044
---------------- --------------- -----------------
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
20 Glover Avenue, Norwalk, Connecticut 06856-5620
(Address of principal executive offices) (Zip Code)
(203) 846-1641
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT.
On July 16, 1996, the Bankruptcy Court entered an Order approving the Second
Amendment dated as of June 28, 1996 (the "Second Amendment") to the Amended and
Restated Revolving Credit and Guaranty Agreement dated October 17, 1995 (as
amended by the Amendment Letter Agreement dated April 24, 1995, the "DIP
Agreement") among The Caldor Corporation, as Borrower (the "Company"), certain
of its subsidiaries, as guarantors (the "Guarantors"), the Banks party thereto
and Chemical Bank, as agent (the "Agent"). The Second Amendment, among other
things, rescinds the reduction of the Tranche A Commitment (as defined in the
DIP Agreement) that occurred on May 4, 1996 (the "May 4 Reduction") and
eliminates the reduction of the Tranche A Commitment scheduled for October 5,
1996 (the "October 5 Reduction"), each in the amount of $50 million, and
provides for a reduction of the Tranche A Commitment on May 3, 1997 in the
amount of $50 million. The Second Amendment provides that the May 4 Reduction
will be rescinded and the October 5 Reduction will be eliminated upon (x) the
entry by the Bankruptcy Court of an Order, which was entered on July 16, 1996,
authorizing and directing the application by the Company of the net proceeds of
the store closings sales (the "Store Closing Proceeds") authorized by the
Bankruptcy Court Order dated April 2, 1996 (the "Store Closing Order") to the
payment of the Term Debt (as defined in the DIP Agreement) and (y) the payment
by the Company to Chemical Bank, as agent, for application to the Term Debt of
an amount (which shall be no less than $22,500,000) that is equal to 90% of the
funds then maintained in the segregated, interest-bearing account referred to in
the Store Closing Order. The balance of the Store Closing Proceeds are to be
applied to the payment of the Term Debt no later than September 30, 1996.
The Second Amendment reduces the minimum inventory requirements under the DIP
Agreement, commencing for the period ending March 2, 1996, through and including
the period ending September 18, 1997. In addition, the definition of EBITDA in
the DIP Agreement is modified to exclude from EBITDA the non-cash portion, if
any, of any non-recurring charge or restructuring charge.
The Second Amendment provides that the Company will furnish the Banks with a
revised five-year business plan by no later than November 27, 1995. The Second
Amendment also requires the Company to furnish the Banks with its 1997 business
plan within ninety (90) days following the end of the fiscal year ending
February 1, 1997.
In addition, the Second Amendment, among other things (i) excludes Capitalized
Leases (as defined in the DIP Agreement) from the calculation of permitted
Capital Expenditures (as defined in the DIP Agreement) during the period
commencing at the beginning of the current fiscal year and ending on September
18, 1997 and limits Capitalized Leases to an aggregate of $45,000,000 during
such period, (ii) resets the permitted level of Capital Expenditures (net of
Capitalized Leases)
<PAGE> 3
during the fiscal year ending February 1, 1997 at $50,000,000 and (iii)
establishes a limitation on rentals payable under leases of real property and
equipment (other than Capitalized Leases) of $155,000,000 in any fiscal year. In
addition, the Second Amendment (i) modifies several financial reporting
requirements of the DIP Agreement and (ii) provides for the origination of Trade
Banker's Acceptances.
This summary does not purport to be complete and is qualified in its entirety by
reference to the Second Amendment, a copy of which is attached hereto as Exhibit
99.1.
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Item 7: Financial Statements, Pro Forma
Financial Information and Exhibits
(c) Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- ---------------------------------------------
<S> <C>
99.1 Second Amendment dated as of June 28, 1996 to
the Amended and Restated Revolving Credit and
Guaranty Agreement dated as of October 17,
1995 among The Caldor Corporation, as
borrower, certain of its subsidiaries, as
guarantors, the banks party thereto and
Chemical Bank, as agent, as amended by the
Amendment Letter Agreement dated April 24,
1995.
</TABLE>
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Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
The Caldor Corporation
(Registrant)
Date: July 25, 1996 By: Bennett S. Gross
-------------------------
Bennett S. Gross
Vice President
<PAGE> 6
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- ----------------------------------------------
<S> <C>
99.1 Second Amendment dated as of June 28, 1996 to
the Amended and Restated Revolving Credit and
Guaranty Agreement dated as of October 17,
1995 among The Caldor Corporation, as
borrower, certain of its subsidiaries, as
guarantors, the banks party thereto and
Chemical Bank, as agent, as amended by the
Amendment Letter Agreement dated April 24,
1995.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
SECOND AMENDMENT
<PAGE> 2
CONFORMED
SECOND AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT
AND GUARANTY AGREEMENT
SECOND AMENDMENT, dated as of June 28, 1996 (the "Amendment"),
to the AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of
October 17, 1995, among THE CALDOR CORPORATION, a Delaware corporation (the
"Borrower"), a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code, the Guarantors named therein (the "Guarantors"), each a debtor
and debtor-in-possession under Chapter 11 of the Bankruptcy Code, CHEMICAL BANK,
a New York banking corporation ("Chemical"), each of the other financial
institutions party thereto (together with Chemical, the "Banks") and CHEMICAL
BANK, as Agent for the Banks (in such capacity, the "Agent"):
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Amended and Restated Revolving Credit and Guaranty
Agreement, dated as of October 17, 1995 (as heretofore amended pursuant to the
Amendment Letter Agreement dated April 24, 1996 and as the same may be further
amended, modified or supplemented from time to time, the "Credit Agreement");
and
WHEREAS, the Borrower and the Guarantors have requested that
from and after the Effective Date (as hereinafter defined) of this Amendment,
the Credit Agreement be amended subject to and upon the terms and conditions set
forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the
Credit Agreement shall have the same meanings herein.
2. The definitions of the following terms set forth in
Section 1.01 of the Credit Agreement are hereby amended as follows:
(a) The term "EBITDA" is hereby amended in its
entirety to read as follows:
"EBITDA" shall mean, for any period, all as
determined in accordance with GAAP, the consolidated net
income (or net loss) of the Borrower and the Retail Guarantors
for such period, PLUS (a) the sum of (i) depreciation expense,
(ii) amortization expense, (iii) other non-cash charges, (iv)
provision for LIFO adjustment for Inventory valuation, (v) net
total Federal, state and local income tax expense, (vi) gross
interest expense for such period LESS gross interest income
for such period, (vii) extraordinary losses, (viii) the non-
<PAGE> 3
cash portion, if any, of any non-recurring charge or
restructuring charge, (ix) the cumulative effect of any change
in accounting principles and (x) "Chapter 11 expenses" (or
"administrative costs reflecting Chapter 11 expenses") as
shown on the Borrower's consolidated statement of income for
such period LESS (b) extraordinary gains.
(b) The term "Interest Payment Date" is hereby
amended by deleting the words "and the date on which any ABR Loans are
refinanced with Eurodollar Loans pursuant to Section 2.12" appearing at
the end of such definition.
(c) The term "Letter of Credit" is hereby amended by
inserting the following at the end of the second sentence thereof:
"and shall include a standby Letter of Credit, in form and
substance satisfactory to the Agent, issued in favor of Warren
Feldberg pursuant to the terms of that certain Employment
Agreement, dated as of April 15, 1996, as amended, between the
Borrower and Warren Feldberg, which Employment Agreement was
approved by an order of the Bankruptcy Court dated June 7,
1996."
(d) The term "Letter of Credit Fees" is hereby
amended by inserting the words "and Trade Banker's Acceptances"
immediately following the words "Letters of Credit" set forth therein.
(e) The term "Loan Documents" is hereby amended by
inserting the words ", the Trade Banker's Acceptances" immediately
following the words "the Borrowing Base Certificate" set forth therein.
(f) The term "Obligations" is hereby amended by
inserting the words "or paid under Trade Banker's Acceptances"
immediately following the words "drawn under Letters of Credit" set
forth in clause (a) thereof.
(g) The term "Permitted Liens" is hereby amended by
deleting clause (vi) appearing therein in its entirety and inserting in
lieu thereof the following new clause (vi):
"(vi) Liens granted in favor of Fleet Bank,
N.A. pursuant to the Fleet Post-Petition Loan
Agreement"
(h) The term "Pledge Agreement" is hereby amended
by deleting the cross-reference to "Section 4.01(f)" and
inserting in lieu thereof "Section 4.01(e)".
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(i) The term "Pre-Petition Payment" is hereby
amended by inserting the following PROVISO at the end thereof:
", and PROVIDED, FURTHER, that (i) payments made in connection
with the refinancing of the pre-petition Indebtedness of the
Borrower to Fleet Bank, N.A. as contemplated by the Fleet
Post-Petition Loan Agreement, (ii) adequate protection
payments made on account of the pre-petition Indebtedness of
the Borrower to Fleet Bank, N.A. outstanding in the principal
amount of $11,511,181.43 under the Fleet- Brockton Loan
Agreement as provided for in that certain Stipulation and
Order Authorizing The Caldor Corporation to Make Adequate
Protection Payments to Fleet Bank, N.A. dated February 1, 1996
(such adequate protection payments to be in an amount equal to
accrued post-petition interest on such principal amount
calculated at the non-default rate provided for under the
Fleet-Brockton Loan Agreement) and (iii) payments made on
account of the principal of the Term Debt (A) from the net
proceeds of Inventory sold in store closing sales permitted by
Section 6.12(iii) or (B) in conjunction with the making of
payments in an aggregate amount in excess of $10,000,000 to
vendors asserting reclamation rights to the extent such
reclamation payments are permitted pursuant to Section
6.01(b), shall not constitute Pre-Petition Payments."
(j) The term "Security Agreement" is hereby amended
by deleting the cross-reference to "Section 4.01(e)" and inserting in
lieu thereof "Section 4.01(d)".
(k) The term "Tranche A Letter of Credit
Outstandings" is hereby amended in its entirety to read as follows:
"Tranche A Letter of Credit Outstandings" shall mean,
at any time, the sum of (i) the aggregate stated amount of all
Tranche A Letters of Credit and Trade Banker's Acceptances
originated in connection therewith then outstanding plus (ii)
all amounts theretofore drawn under Tranche A Letters of
Credit or paid under Trade Banker's Acceptances originated in
connection therewith and not then reimbursed.
3
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(l) The term "Tranche B Letter of Credit
Outstandings" is hereby amended in its entirety to read as
follows:
"Tranche B Letter of Credit Outstandings" shall mean,
at any time, the sum of (i) the aggregate stated amount of all
Tranche B Letters of Credit and Trade Banker's Acceptances
originated in connection therewith then outstanding plus (ii)
all amounts theretofore drawn under Tranche B Letters of
Credit or paid under Trade Banker's Acceptances originated in
connection therewith and not then reimbursed.
3. Section 1.01 of the Credit Agreement is hereby
further amended by inserting the following new defined terms in
appropriate alphabetical order:
"BA Disbursement" shall mean any payment of the face
amount of a Trade Banker's Acceptance made by a Fronting Bank
to the holder thereof upon the maturity thereof.
"BA Documents" shall mean, with respect to any Trade
Banker's Acceptance, such documents and agreements as the
Fronting Bank may reasonably require in connection with the
creation of such Trade Banker's Acceptance.
"Fleet-Brockton Loan Agreement" shall mean
that certain Loan Agreement dated as of September
21, 1994 between Fleet Bank, N.A. and the Borrower.
"Fleet Post-Petition Loan Agreement" shall mean that
certain Amended and Restated Loan Agreement dated as of March
13, 1996 by and among the Borrower, Caldor-Silver Spring,
L.L.C. and Fleet Bank, N.A., entered into in connection with
the financing of the construction of the Borrower's new store
location in Silver Spring, Maryland, which agreement was
approved by the entry of an order of the Bankruptcy Court on
March 13, 1996.
"Trade Banker's Acceptance" shall mean a bill of
exchange or draft denominated in dollars (a) originated by a
Fronting Bank upon the presentation to the Fronting Bank of a
time draft for payment under an import documentary Tranche A
Letter of Credit or import documentary Tranche B Letter of
Credit by a beneficiary thereof, (b) drawn (i) in the name of
the beneficiary of the related import documentary Tranche A
Letter of Credit or Tranche B
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Letter of Credit and (ii) in the ordinary course of the
Borrower's business and accepted by a Fronting Bank on the
Fronting Bank's form of draft in effect from time to time, and
(c) for a term (subject to the provisions of Section 2.03(j))
of not less than 30 days or more than 120 days; each
origination of a Trade Banker's Acceptance shall be in
accordance with Sections 2.03(g) and (j).
4. The heading of Section 2.03 of the Credit Agreement
is hereby amended in its entirety to read as follows:
"SECTION 2.03. LETTERS OF CREDIT; TRADE
BANKER'S ACCEPTANCES."
5. Section 2.03(c) of the Credit Agreement is hereby amended
by (x) inserting the phrase "and Trade Banker's Acceptances" immediately after
the phrase "Letters of Credit" set forth therein and (y) inserting the phrase
"and trade banker's acceptance transactions" at the end thereof.
6. Section 2.03(e) of the Credit Agreement is hereby amended
by (x) inserting the parenthetical phrase "(or any Trade Banker's Acceptance
originated in connection therewith)" immediately following the phrase "Tranche A
Letter of Credit" and "Tranche B Letter of Credit" each time the same appears
therein and (y) inserting the phrase "or Trade Banker's Acceptance" immediately
following the phrase "in connection with a Letter of Credit" set forth in the
last sentence thereof.
7. Section 2.03 of the Credit Agreement is hereby
further amended by inserting the following new subsections (g), (h), (i) and
(j):
"(g) Promptly after it shall have ascertained that
any time draft and any accompanying documents presented under
an import documentary Letter of Credit appear to be in
conformity with the terms and conditions of such Letter of
Credit the Fronting Bank shall accept such draft and thereby
originate a Trade Banker's Acceptance. Upon the origination of
such Trade Banker's Acceptance, such Letter of Credit shall be
deemed for purposes of this Agreement to be no longer
outstanding to the extent of the amount of such Trade Banker's
Acceptance. The Fronting Bank may discount any Trade Banker's
Acceptance at the request of a holder thereof and the amount
received by the Fronting Bank upon discounting shall be solely
for the account of the Fronting Bank.
5
<PAGE> 7
(h) On the stated maturity of each Trade Banker's
Acceptance (or if such stated maturity date falls on a day
that is not a Business Day, on the next succeeding Business
Day) the Borrower shall either (x) pay to the Fronting Bank,
not later than 1:00 p.m., New York City time, an amount equal
to the face amount of such Trade Banker's Acceptance or (y)(1)
effect the reimbursement of such Trade Banker's Acceptance
through a Borrowing of a Tranche B Loan to the extent of the
Unused Total Tranche B Commitment and, thereafter, if there is
no Unused Total Tranche B Commitment, through a Borrowing of a
Tranche A Loan, to be made on the date of such payment in an
amount not less than the amount of such face amount and (2)
hereby irrevocably directs the Agent to transfer a portion of
such Borrowing in an amount equal to the amount of such face
amount to the Fronting Bank in satisfaction of the Borrower's
obligations under this paragraph, in each case, without
satisfaction of the conditions precedent set forth in Sections
4.02 and 4.03, as the case may be, which Borrowing shall be
effected without the need for a request therefor from the
Borrower. In the event that, after the payment to the Fronting
Bank of any such amount referred to above, the Fronting Bank
shall not pay, and shall no longer be obligated to pay, such
amount in respect of such Trade Banker's Acceptance, the
Fronting Bank shall return to the Borrower any such unpaid
amount, together with interest thereon accrued at the Federal
Funds Effective Rate then in effect from and including the
date such amount was paid by the Borrower to the Fronting Bank
to but excluding the date such amount was repaid by the
Fronting Bank to the Borrower.
(i) If the Fronting Bank has not received the payment
or reimbursement required by Section 2.03(h) by 1:00 p.m., New
York City time, on the stated maturity date of any Trade
Banker's Acceptance (or if such stated maturity date falls on
a day that is not a Business Day, on the next succeeding
Business Day), as provided in Section 2.03(h), the Fronting
Bank will promptly notify the Agent
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of the related BA Disbursement and the Agent will promptly
notify each Tranche A Bank or Tranche B Bank, as applicable,
of such BA Disbursement and such Bank's Tranche A Commitment
Percentage or Tranche B Commitment Percentage, as the case may
be, of such BA Disbursement. Each Tranche A Bank or Tranche B
Bank, as applicable, will pay to the Administrative Agent not
later than 4:00 p.m., New York City time, on such date (or, if
such Tranche A Bank or Tranche B Bank, as applicable, shall
have received such notice later than 2:00 p.m., New York City
time, on such date, not later than 10:00 a.m., New York City
time, on the immediately following Business Day) an amount
equal to such Tranche A Bank's or Tranche B Bank's, as
applicable, pro rata share of such BA Disbursement (it being
understood that such amount shall constitute an ABR Loan of
such Bank) and the Agent will promptly pay such amount to the
Fronting Bank. The Agent will promptly remit to each Tranche A
Bank or Tranche B Bank, as applicable, its pro rata share of
any amounts subsequently received by the Agent from the
Borrower in respect of such BA Disbursement. If any Tranche A
Bank or Tranche B Bank, as applicable, shall not have made its
pro rata share of such BA Disbursement available to the
Fronting Bank as provided above, such Tranche A Bank or
Tranche B Bank, as applicable, agrees to pay interest on such
amount, for each day from and including the date such amount
is required to be paid in accordance with this subsection to
but excluding the date an amount equal to such amount is paid
to the Agent for prompt payment to the Fronting Bank at the
Federal Funds Effective Rate for the first such day, and at
the rate applicable to ABR Loans for each day thereafter.
(j) No Trade Banker's Acceptance shall be originated
with a stated maturity date later than the earlier of (A) the
close of business on the Maturity Date and (B) the close of
business on the date that is 120 days after the origination of
such Trade Banker's Acceptance. Each Trade Banker's Acceptance
shall comply with any related BA Documents and shall be
executed on behalf of the beneficiary of an import documentary
Letter of Credit, and presented to the Fronting Bank pursuant
to
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such procedures as are provided for in any such BA Documents
or otherwise provided or required by the Fronting Bank. If any
Trade Banker's Acceptance shall be outstanding on the
Termination Date, the Borrower shall, at or prior to the
Termination Date, (i) cause all Trade Banker's Acceptances
which expire after the Termination Date to be returned to the
Fronting Bank undrawn and marked "cancelled" or (ii) if the
Borrower is unable to do so in whole or in part, either (x)
provide a "back-to-back" letter of credit to one or more
Fronting Banks in a form satisfactory to such Fronting Bank
and the Agent (in their sole discretion), issued by a bank
satisfactory to such Fronting Bank and the Agent (in their
sole discretion), in an amount equal to 105% of the then
unpaid amount of all outstanding Trade Banker's Acceptances
issued by such Fronting Banks and/or (y) deposit cash in the
Cash Collateral Account in an amount equal to 105% of the then
unpaid amount of all outstanding Trade Banker's Acceptances as
collateral security for the Borrower's reimbursement
obligations in connection therewith, such cash to be remitted
to the Borrower upon the expiration, cancellation or other
termination or satisfaction of such reimbursement
obligations."
8. The heading of Section 2.05 of the Credit Agreement
is hereby amended in its entirety to read as follows:
"SECTION 2.05. NATURE OF LETTER OF CREDIT OBLIGATIONS
AND TRADE BANKER'S ACCEPTANCE OBLIGATIONS ABSOLUTE."
9. Section 2.05 of the Credit Agreement is hereby amended by
(x) inserting the parenthetical phrase "(or payments made under any Trade
Banker's Acceptance originated in connection therewith)" immediately following
the phrases "any Tranche A Letter of Credit" and "any Tranche B Letter of
Credit" set forth therein and (y) inserting the parenthetical phrase "(or Trade
Banker's Acceptance)" immediately following the phrase "Letter of Credit" each
time the same appears in subclauses (i), (ii), (iii) and (iv) thereof.
10. Section 2.10(a) of the Credit Agreement is hereby amended
by inserting the phrase "or Trade Banker's Acceptance originated in connection
therewith" immediately preceding the phrase "shall be outstanding" set forth at
the end of the first sentence thereof.
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11. Section 2.10 of the Credit Agreement is hereby
amended by inserting the following new clauses (c), (d), (e) and (f):
"(c) Notwithstanding anything to the contrary contained in
Section 2.10(b), from and after the date on which (x) the Bankruptcy
Court shall have entered an order satisfactory in form and substance to
the Agent authorizing and directing the application by the Borrower of
the net proceeds of Inventory sold in the store closing sales permitted
by Section 6.12(iii) to the reduction of the principal of the Term Debt
and (y) the Borrower shall have paid over to the Agent, for application
to such reduction of the principal of the Term Debt, an amount (which
shall be no less than $22,500,000) that is equal to 90% of the funds
then maintained in the segregated interest-bearing account with the
Agent established for the deposit of the proceeds of such Inventory
sales, (i) the $50,000,000 permanent reduction of the Unused Total
Tranche A Commitment that took effect on May 4, 1996 shall be rescinded
and (ii) the permanent reduction of the Unused Total Tranche A
Commitment that pursuant to Section 2.10(b) may take effect on October
5, 1996 shall be eliminated, with the effect that from and after such
reduction of the Term Debt the Total Tranche A Commitment shall be
$250,000,000, as the same may be reduced from time to time pursuant to
Sections 2.10 or 2.13, as the case may be.
"(d) No later than September 30, 1996, the Borrower shall
apply the net proceeds of such sales of Inventory in excess of the
amount thereof theretofore paid to the Agent pursuant to Section
2.10(c) to the further reduction of the principal of the Term Debt
(other than such amount, if any, the entitlement to which may then be
in dispute under the terms of the Consulting and Agency Agreement, it
being understood and agreed that the amount to which the Borrower is
entitled shall be paid over to the Agent for such application promptly
upon the resolution of such dispute).
"(e) On May 3, 1997, the Total Tranche A Commitment shall be
automatically and permanently reduced in the principal amount of
$50,000,000. At the time of such reduction, the Borrower shall pay to
the Agent for the account of each Tranche A Bank the Commitment Fee
accrued on the amount of the reduction in the Commitment of such
Tranche A Bank through the date thereof. The reduction of the Total
Tranche A Commitment pursuant to this clause (d) shall be applied pro
rata to reduce the Tranche A Commitment of each Tranche A Bank.
9
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"(f) In the event that the order of the Bankruptcy Court that
is referred to in Section 2.10(c) shall at any time be reversed,
vacated or rescinded and the payments on account of the reduction of
the Term Debt that were made pursuant to such order are required to be
restored to the Borrower, then (x) the provisions of Section 2.10(c)
shall be of no further force and effect, such that the Total Tranche A
Commitment reductions described in Section 2.10(b) shall again be
applicable, (y) the payments on account of the Term Debt that are
required to be so restored to the Borrower shall be subject to the
provisions of Section 2.13(b) and (z) the automatic reduction of the
Total Tranche A Commitment provided for in Section 2.10(e) shall not
occur (it being understood and agreed that at such time as such order
is no longer subject to appeal, review, rehearing, reversal, vacation
or rescission, the provisions of this Section 2.10(f) shall be of no
further force and effect)."
12. Section 2.13(d) of the Credit Agreement is hereby amended
by inserting the phrase "or unpaid Trade Banker's Acceptance originated in
connection therewith" immediately following the phrase "if any Letter of Credit"
set forth therein.
13. Section 2.17 of the Credit Agreement is hereby amended by
inserting the phrase "or Trade Banker's Acceptance originated in connection
therewith" immediately following the phrases "Tranche A Letters of Credit" and
"Tranche B Letters of Credit" each time the same appears in the first sentence
thereof.
14. Section 2.20(a) of the Credit Agreement is hereby amended
by deleting the word "they" immediately following the phrase "on the date the
Commitment Letter was executed to" and inserting in lieu thereof the word "the".
15. The heading of Section 2.21 of the Credit Agreement
is hereby amended in its entirety to read as follows:
"SECTION 2.21. LETTER OF CREDIT AND BANKER'S
ACCEPTANCE FEES."
16. Section 2.21 of the Credit Agreement is hereby amended by
(x) inserting the phrase "or Trade Banker's Acceptance originated in connection
therewith" immediately following the phrase "Letter of Credit" each time the
same appears therein and (y) inserting the phrase "or the stated maturity of
such Trade Banker's Acceptance" immediately preceding the phrase ", computed at
a rate, and payable at times" set forth in the second sentence thereof.
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17. The introductory paragraph of Article III of the Credit
Agreement is hereby amended by inserting the phrase "and Trade Banker's
Acceptances" immediately following the phrase "participate in Letters of Credit"
set forth therein.
18. Section 3.09 of the Credit Agreement is hereby amended by
inserting the phrase "or Trade Banker's Acceptances" immediately following the
phrase "or the issuance of any Letter of Credit" set forth in the second
sentence thereof.
19. The introductory paragraph of Article V of the Credit
Agreement is hereby amended by inserting the phrase "or any Trade Banker's
Acceptance" immediately following the phrase "or any Letter of Credit" set forth
therein.
20. Section 5.01(c) of the Credit Agreement is hereby amended
by inserting the designation "(i)" at the beginning of such Section, by deleting
"(i)" appearing in the second line of such Section, and inserting the phrase
"concurrently with any delivery of financial statements under (a) above
commencing with the fiscal year ending February 1, 1997," immediately following
the phrase "the provisions of Sections 6.04, 6.05 and 6.06 and (ii)" set forth
therein.
21. Section 5.01(d) of the Credit Agreement is hereby amended
by inserting the following parenthetical clause immediately following the words
"within thirty days of the end of each fiscal month" appearing at the beginning
of such Section:
"(other than the first fiscal month of each fiscal year, as to which
such time period shall be sixty days)"
22. Section 5.01(m) of the Credit Agreement is hereby amended
by inserting the following words immediately preceding the words "as the Agent
or any Bank may reasonably request" set forth therein:
", including, without limitation, periodic updates with respect to the
expense reductions contemplated by the analysis delivered to the Agent
and the Banks pursuant to Section 5.01(o),"
23. Section 5.01 of the Credit Agreement is hereby further
amended by deleting the word "and" set forth at the end of clause (m) thereof,
by deleting the period at the end of clause (n) and inserting in lieu thereof a
semicolon and the word "and", and by inserting a new clause "(o)" to read as
follows:
"(o) as soon as possible, and in any event not later
than June 28, 1996, an analysis of the Borrower's anticipated
reductions in general, selling and
11
<PAGE> 13
administrative expenses for the following twelve month
period, in detail reasonably satisfactory to the Agent."
24. Section 5.08 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"SECTION 5.08. REVISED BUSINESS PLAN; 1997 BUSINESS PLAN. As
soon as practicable, and in any event (i) not later than November 27,
1996, furnish to the Agent and the Banks the Borrower's revised five
year business plan in form and detail reasonably satisfactory to the
Agent, and thereafter, when available, all material modifications
thereto and (ii) within 90 days after the end of the fiscal year ending
February 1, 1997, furnish to the Agent and the Banks the Borrower's
1997 business plan in substantially the form of the Borrower's 1996
business plan heretofore furnished to the Agent and the Banks, and, in
each case, make its senior officers available to discuss the same with
the Agent and the Banks."
25. The introductory paragraph of Article VI of the Credit
Agreement is hereby amended by inserting the phrase "or any Trade Banker's
Acceptance" immediately following the phrase "or any Letter of Credit" set forth
therein.
26. Section 6.03 of the Credit Agreement is hereby amended by
deleting the word "and" immediately preceding clause (iv) therein and inserting
in lieu thereof a comma, and by inserting the following new clause (v) at the
end thereof:
"and (v) Indebtedness incurred pursuant to the Fleet
Post-Petition Loan Agreement in an outstanding principal
amount not in excess of $11,000,000 in the aggregate."
27. Section 6.04 of the Credit Agreement is hereby amended by
(w) deleting the amount "$58,000,000" set forth in clause (ii) thereof and
inserting in lieu thereof the amount "$50,000,000", (x) deleting the word "or"
immediately preceding clause (iii) thereof and inserting in lieu thereof a
comma, (y) inserting the following new clause "(iv)" immediately after clause
(iii) thereof reading as follows:
"or (iv) $45,000,000 pursuant to Capitalized Leases during the
period commencing at the beginning of the fiscal year ending
February 1, 1997 and ending on the Maturity Date;"
and (z) inserting the following PROVISO at the end of the parenthetical phrase
set forth at the end thereof:
12
<PAGE> 14
"and provided, further, that in determining the amount of
Capital Expenditures permitted under clauses (ii) and (iii)
above, such calculation shall not include that portion of
Capitalized Leases which is capitalized on the consolidated
balance sheet of the Borrower and the Guarantors during such
respective periods"
28. Section 6.06 of the Credit Agreement is hereby
amended by deleting the table set forth therein in its entirety and
inserting in lieu thereof the following table:
<TABLE>
<CAPTION>
Inventory
Period Ending Amount
------------- ------
<S> <C>
March 2, 1996 $419,000,000
April 6, 1996 $452,000,000
May 4, 1996 $475,000,000
June 1, 1996 $482,000,000
July 6, 1996 $414,000,000
August 3, 1996 $444,000,000
August 31, 1996 $444,000,000
October 5, 1996 $481,000,000
November 2, 1996 $525,000,000
November 30, 1996 $536,000,000
January 4, 1997 $382,000,000
February 1, 1997 $382,000,000
March 1, 1997 $424,000,000
April 5, 1997 $458,000,000
May 3, 1997 $466,000,000
May 31, 1997 $470,000,000
July 5, 1997 $401,000,000
August 2, 1997 $431,000,000
August 30, 1997 $428,000,000
September 18, 1997 $465,000,000
</TABLE>
29. Article VI of the Credit Agreement is hereby amended
by inserting the following new Section 6.14 immediately following
Section 6.13 thereof:
"SECTION 6.14. OPERATING LEASES. Permit the
aggregate rentals payable by the Borrower and the
Guarantors under leases of real property or equipment to
which they are party (other than Capitalized Leases) to
exceed $155,000,000 in any fiscal year."
30. Section 7.01(b) of the Credit Agreement is hereby amended
by inserting the phrase "or Trade Banker's Acceptances" immediately following
the phrase "or cash collateralization in respect of Letters of Credit" set forth
in the parenthesis in clause (ii) thereof.
13
<PAGE> 15
31. The concluding paragraph of Section 7.01 of the Credit
Agreement is hereby amended by inserting the phrase "a Trade Banker's Acceptance
originated in connection therewith" immediately following the phrase "105% of
the then outstanding Letters of Credit" set forth in clause (iii) thereof.
32. Section 8.02(b) of the Credit Agreement is hereby amended
by inserting the phrase "or Trade Banker's Acceptance" immediately following the
phrase "and all unreimbursed Letters of Credit" set forth in the first sentence
thereof.
33. Section 10.03(b) of the Credit Agreement is hereby amended
by inserting the words "and PROVIDED, FURTHER, HOWEVER, that such minimum
amounts shall not be applicable if the amount being assigned represents the
entire Commitment of the assigning Bank" immediately following the "provided"
clause set forth in clause (ii) thereof.
34. This Amendment shall not become effective until the date
(the "Effective Date") on which (i) this Amendment shall have been executed by
the Borrower, the Guarantors, each of the Tranche A Banks, and Tranche B Banks
constituting the Required Tranche B Banks, and the Agent shall have received
evidence satisfactory to it of such execution, (ii) the Borrower shall have paid
to the Agent on behalf of the Tranche A Banks an amendment fee equal to $625,000
and (iii) the Bankruptcy Court shall have entered an order (in form and
substance satisfactory to the Agent) approving the terms hereof, including,
without limitation, the payment of the amendment fee provided for in clause (ii)
above.
35. Except to the extent hereby amended, the Credit
Agreement and each of the Loan Documents remain in full force and
effect and are hereby ratified and affirmed.
36. The Borrower agrees that its obligations set forth in
Section 10.05 of the Credit Agreement shall extend to the preparation, execution
and delivery of this Amendment, including the reasonable fees and disbursements
of special counsel to the Agent.
37. This Amendment shall be limited precisely as written and
shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Banks may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
14
<PAGE> 16
38. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
39. This Amendment 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
Amendment to be duly executed as of the day and the year first above written.
THE CALDOR CORPORATION
By:Bruce A. Caldwell
-------------------------------
Title: Vice President - Treasurer
GUARANTORS:
CALDOR, INC.-CT
By:Bennett Gross
-------------------------------
Title: Vice President
CALDOR, INC.-NY
By:Bennett Gross
-------------------------------
Title: Vice President
CAL LEASING, INC.
By:Bennett Gross
-------------------------------
Title: Vice President
LACDOR REALTY CORP.
By:Bennett Gross
-------------------------------
Title: Vice President
15
<PAGE> 17
CALFAX, INC.
By:Bennett Gross
--------------------------------
Title: Vice President
TRI-STATE ADVERTISING AGENCY, INC.
By:Bennett Gross
--------------------------------
Title: Vice President
PREMIER SERVICE PROGRAMS, INC.
By:Bennett Gross
--------------------------------
Title: Vice President
CALDOR-SILVER SPRING, L.L.C.
By:Bennett Gross
--------------------------------
Title: Vice President,
The Caldor Corporation
CAL SILVER SPRING, INC.
By:Bennett Gross
--------------------------------
Title: Vice President
TRANCHE A AND CHEMICAL BANK, INDIVIDUALLY
TRANCHE B AND AS AGENT
By:Agnes L. Levy
Title: Vice Pesident
--------------------------------
270 Park Avenue
New York, New York 10017
16
<PAGE> 18
TRANCHE A AND ABN AMRO BANK N.V., NEW YORK
TRANCHE B BRANCH
By:R.O. Drake
--------------------------------
Title: Senior Vice President
By:S.C. Wimpenny
--------------------------------
Title: Authorized Signatory
One EAB Plaza
Uniondale, New York 11555
TRANCHE A AND BANK OF AMERICA NATIONAL TRUST
TRANCHE B AND SAVINGS ASSOCIATION
By:H.G. Wheelock
--------------------------------
Title: Vice President
335 Madison Avenue
New York, New York 10017
TRANCHE B ONLY BANK OF HAWAII
By:Patrick E. Green
--------------------------------
Title: Vice President
130 Merchant Street
Honolulu, Hawaii 96183
TRANCHE A AND THE BANK OF NEW YORK
TRANCHE B
By:Albert R. Taylor
--------------------------------
Title: Vice President
One Wall Street
New York, New York 10286
17
<PAGE> 19
TRANCHE A AND THE BANK OF NOVA SCOTIA
TRANCHE B
By:D.N. Gillespie
--------------------------------
Title: Assistant General Manager
One Liberty Plaza
New York, New York 10006
TRANCHE B ONLY BANKERS TRUST COMPANY
By:
--------------------------------
Name:
Title:
130 Liberty Street
New York, New York 10006
TRANCHE A AND BANQUE PARIBAS
TRANCHE B
By:Mary Finnegan
--------------------------------
Title: Group Vice President
By:Heather T. Zimmermann
--------------------------------
Title: Assistant Vice President
787 Seventh Avenue
New York, New York 10019
TRANCHE A ONLY BHF-BANK AG (AKTIENGESELLSCHAFT)
By:Paul Travers
--------------------------------
Title: Vice President
By:Evon Contos
--------------------------------
Title: Vice President
590 Madison Avenue
New York, New York 10022
18
<PAGE> 20
TRANCHE A AND CIBC, INC.
TRANCHE B
By:Douglas J. Smith
--------------------------------
Title: Vice President
425 Lexington Avenue
New York, New York 10017
TRANCHE A AND CREDIT LYONNAIS NEW YORK BRANCH
TRANCHE B
By:Alan Sidrane
--------------------------------
Title: First Vice President
1301 Avenue of the Americas
New York, New York 10019
TRANCHE A AND CREDIT LYONNAIS CAYMAN
TRANCHE B ISLAND BRANCH
By:Alan Sidrane
--------------------------------
Title: Authorized Signature
1301 Avenue of the Americas
New York, New York 10019
TRANCHE B ONLY THE DAI-ICHI KANGYO BANK,
LIMITED, NEW YORK BRANCH
By:Ronald Wolinsky
--------------------------------
Title: Vice President and
Group Leader
1 World Trade Center, 48th Floor
New York, New York 10048
19
<PAGE> 21
TRANCHE B ONLY FIRST UNION CORPORATION
By:
--------------------------------
Name:
Title:
5 Research Drive CUTF02
Shelton, Connecticut 06484
TRANCHE B ONLY THE FIRST NATIONAL BANK OF
CHICAGO
By:
--------------------------------
Name:
Title:
One First National Plaza
Suite 0616
Chicago, Illinois 60670
TRANCHE A AND FLEET BANK, N.A.
TRANCHE B
By:R.A. Meringolo
--------------------------------
Title: Senior Vice President
40 Westminster Street
RI OP TO5A
Providence, Rhode Island 02901-0366
TRANCHE A AND THE FUJI BANK, LIMITED
TRANCHE B
By:Teiji Teramoto
--------------------------------
Title: Vice President
Two World Trade Center
New York, New York 10048
20
<PAGE> 22
TRANCHE A ONLY IBJ SCHRODER BANK & TRUST COMPANY
By:James M. Steffy
--------------------------------
Title: Vice President
1 State Street
New York, New York 10004
TRANCHE B ONLY LEHMAN COMMERCIAL PAPER INC.
By:
--------------------------------
Name:
Title:
3 World Financial Center, 18th Floor
New York, New York 10285
TRANCHE B ONLY THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:Noboru Kubota
--------------------------------
Title: Deputy General Manager
165 Broadway, 49th Floor
New York, New York 10006
TRANCHE A AND MORGAN GUARANTY TRUST COMPANY OF
TRANCHE B NEW YORK
By:Unn Boucher
--------------------------------
Title: Vice President
60 Wall Street
New York, New York 10260
21
<PAGE> 23
TRANCHE B ONLY THE NIPPON CREDIT BANK, LTD.
By:Yoshihide Watanabe
--------------------------------
Title: Vice President and
Manager
245 Park Avenue, 30th Floor
New York, New York 10187
TRANCHE B ONLY PRIME INCOME TRUST
By:
--------------------------------
Name:
Title:
c/o Dean Witter InterCapital Inc.
2 World Trade Center, 72nd Floor
New York, New York 10048
TRANCHE B ONLY SANWA BANK
By:
--------------------------------
Name:
Title:
55 East 52nd Street
New York, New York 10055
TRANCHE A AND UNION BANK
TRANCHE B
By:James E. Hunt
--------------------------------
Title: Vice President
445 South Figueroa Street
MC GO4-421
Los Angeles, California 90071-1602
TRANCHE B ONLY THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By:Makoto Tagawa
--------------------------------
Title: Deputy General Manager
666 Fifth Avenue, Suite 801
New York, New York 10103
22
