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Exhibit 4.21
FOURTH AMENDMENT
FOURTH AMENDMENT (this "Amendment"), dated as of January 15, 1997,
among SERVICE MERCHANDISE COMPANY, INC. (the "Borrower"), the various lending
institutions party to the Credit Agreement referred to below (the "Banks"), and
THE CHASE MANHATTAN BANK (as successor to CHEMICAL BANK), as Administrative
Agent (in such capacity, the "Administrative Agent"). All capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to a Credit Agreement, dated as of June 8, 1994 and amended by the
First Amendment thereto dated as of April 13, 1995, the Second Amendment
thereto dated May 23, 1996 and the Third Amendment thereto dated as of
September 16, 1996 (as so amended, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed that as of the Fourth Amendment Effective
Date (as defined below):
1. Section 9.01 of the Credit Agreement is hereby amended by (a)
deleting clause (xvi) and inserting in lieu thereof the following new clause
(xvi) and (b) inserting the following new clause (xvii) at the end thereof:
"(xvi) Liens arising from UCC-1 securities filings and grants of
security interests covering receivables and related assets owned by the
Borrower and its Subsidiaries in connection with the Credit Card Program; and
(xvii) Liens arising from offsets, deposits or restricted assets
granted by any Credit Card Subsidiary in respect of the Credit Card Program."
2. Section 9.02 of the Credit Agreement is hereby amended by (a)
deleting the "and" at the end of clause (xiii), (b) deleting the period at the
end of clause (xiv) and inserting in lieu thereof"; "and (c) adding the
following new clause (xv) at the end thereof:
"(xv) The Credit Card Subsidiaries may purchase receivables and
related assets in connection with the Credit Card Program."
3. The definition of "Contingent Obligation" in Section 11.01 of
the Credit Agreement is hereby amended by adding the following proviso at the
end thereof:
"provided further, that the term Contingent Obligation shall not
include obligations of any Credit Card Subsidiary to the Credit Card Issuer
with respect to the Credit Card Program to the
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extent the amount of such Contingent Obligations is less than or equal to the
capitalization of the Credit Card Subsidiary"
4. Section 11 of the Credit Agreement is hereby amended by
inserting the following new definition in the appropriate alphabetical order:
"Credit Card Issuer" shall mean any bank or other financial
institution and its affiliates which issues credit cards and extends credit to
cardholders in connection with the Credit Card Program."
5. The definition of "Credit Card Subsidiaries" in Section 11.01
of the Credit Agreement is hereby amended by deleting said definition in its
entirety and substituting the following in lieu thereof:
"Credit Card Subsidiaries" shall mean any direct or indirect
Subsidiary of the Borrower, and any wholly-owned Subsidiaries of such
Subsidiary, created in connection with the Credit Card Program, so long as (i)
they engage in no business or transactions other than (x) the issuance of
credit cards, the extension of credit to cardholders pursuant thereto and all
other customary transactions incident thereto (including the sale or transfer
of receivables pursuant to asset backed financing transactions) and (y) the
entering into and performance of agreements with a Credit Card Issuer that
facilitate the Credit Card Issuer's doing business in connection with a Credit
Card Program and (ii) the liabilities of the Credit Card Subsidiaries are
without recourse to the Borrower and its Subsidiaries (other than the Credit
Card Subsidiaries); provided that the Borrower and its Subsidiaries may enter
into customary commitments and/or underwriting agreements on behalf of the
Credit Card Subsidiaries for the purpose of customary securities law
indemnifications."
6. In order to induce the undersigned Banks to enter into this
Amendment, the Borrower hereby represents and warrants that (x) no Default or
Event of Default exists on the Fourth Amendment Effective Date both before and
after giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Agreement shall be true and correct in all
material respects as of the Fourth Amendment Effective Date both before and
after giving effect to this Amendment, with the same effect as though such
representations and warranties had been made on and as of the Fourth Amendment
Effective Date (it being understood that any representation or warranty made as
of a specified date shall be required to be true and correct in all material
respects only as of such specific date).
7. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
8. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
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9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
10. This Amendment shall become effective on the date (the "Fourth
Amendment Effective Date") when the Borrower and the Required Banks (i) shall
have signed a counterpart hereof (whether the same or different counterparts)
and (ii) shall have delivered (including by way of telecopier) the same to the
Administrative Agent at the Notice Office.
11. From and after the Fourth Amendment Effective Date all
references in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
Address:
7100 Service Merchandise Drive SERVICE MERCHANDISE COMPANY,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ INC.
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BANK
9th Floor Individually, and as
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Administrative Agent
Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By: /s/
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------
Title: Attorney-in-fact
With a copy to:
Chase Securities Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
5
One Ravinia Drive ABN AMRO BANK N.V., ATLANTA
Suite 1200 AGENCY
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇ By
-------------------------------
Title:
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ THE FIRST ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title: Director
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ Peer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇ Peer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title: Director
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One Wall Street THE BANK ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Structured Finance Department THE BANK OF TOKYO-MISUBISHI, LTD.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Vice President
Structured Finance Department THE BANK OF TOKYO-MISUBISHI
1251 Avenue of the Americas TRUST COMPANY
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇.▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Group Vice President
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Assistant Vice President
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Two Paces West CANADIAN IMPERIAL BANK OF
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇
By /s/ ▇▇▇▇▇▇▇ ▇▇▇
-------------------------------
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Title: Authorized Signatory
Telecopy: (770) 319-4954
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ BRANCH
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------
Title: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Assistant Treasurer
Marquis One Tower THE FUJI BANK, LTD.
Suite 2100
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ By /s/
-------------------------------
Title: Vice President and
Manager
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
8
Two World Trade Center THE HOKKAIDO TAKUSHOKU BANK,
99th Floor LTD.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By: /s/
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------
Title: Deputy General Manager
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ THE INDUSTRIAL BANK OF JAPAN,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ LIMITED - NEW YORK BRANCH
Attn: ▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ Takuya Houjo
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title: Senior Vice President
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇ LTCB TRUST COMPANY
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By /s/
-------------------------------
Title: Executive V. Pres.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (404) 658-9751
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title:
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▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, INC.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By:
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Title:
Telecopy: (502) 581-2302
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ THE MITSUBISHI TRUST AND BANKING
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
(▇▇▇) ▇▇▇-▇▇▇▇ Title: Senior Vice President
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇-▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Title:
Telecopy: (615) 749-4640
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ THE NIPPON CREDIT BANK, LTD.
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Title: Assistant Vice President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
10
Marquis ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By /s/
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ -------------------------------
Title: Vice President and
Senior Manager
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Georgia Pacific Center THE SUMITOMO BANK, LIMITED
Suite 3210
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇ By /s/
-------------------------------
Title: General Manager
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (404) 521-1187
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LTD. ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ BRANCH
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title:
One Detroit Center COMMERCIA BANK
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Title: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice
President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (313) 222-3330
11
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, CAYMAN ISLAND
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ BRANCH
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇ ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title: A.V.P.
1211 Avenue of the Americas WESTDEUTSCHE LANDESBANK
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ GIROZENTRALE, NEW YORK AND
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇ CAYMAN ISLAND BRANCHES
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
By /s/
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Title: Associate
1 Parkview Plaza ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PRIME RATE INCOME TRUST
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
& Director
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇ THE YASUDA TRUST AND BANKING
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ COMPANY, LTD.
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇. ▇▇▇▇▇▇
Telcopy: (▇▇▇) ▇▇▇-▇▇▇▇ -------------------------------
Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Deputy General Manager