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EXHIBIT 99.2
FIRST AMENDMENT, dated as of October 28, 1998 (this "Amendment"), to
the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 10, 1997 (the
Credit Agreement"), among SERVICE MERCHANDISE COMPANY, INC., a Tennessee
corporation (the "Borrower"), the several banks, financial institutions and
other entities from time to time parties thereto (collectively, the "Lenders";
individually, a "Lender"), THE CHASE MANHATTAN BANK, a New York banking
corporation, as Administrative Agent and Collateral Agent (each as defined
therein), for the Lenders thereunder, and CITICORP USA, INC., a Delaware
corporation, as Documentation Agent (as hereinafter defined) for the Lenders
thereunder.
W I T N E S S S E T H:
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement in the manner provided for herein; and
WHEREAS, the Lenders are willing to amend the Credit Agreement in the
manner and on the terms and conditions provided for herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Credit Agreement and used herein are so used as so defined.
2. Section References. Unless otherwise indicated, all Section and
subsection references are to the Credit Agreement.
3. Amendment to Subsection 8.1(a), Subsection 8.1(a) of the Credit
Agreement is hereby amended by deleting paragraph (a) thereof in its entirety
and inserting in lieu thereof a new paragraph to read as follows:
"(a) Fixed Charge Coverage Ratio. Permit the Fixed Charge
Coverage Ratio as of the last day of (i) any fiscal quarter (other than
the fourth fiscal quarter of Fiscal Year 1998) to be less than 1.25 to
1.00 or (ii) the fourth fiscal quarter of Fiscal Year 1998 to be less
than 1.05 to 1.00."
4. Representations and Warranties. On and as of the date hereof, the
Borrower hereby confirms, reaffirms and restates the representations and
warranties set forth in Section 5 of the Credit Agreement mutatis mutandis
(after giving effect to any amendments thereto pursuant to this Amendment),
except to the extent that such representations and warranties expressly relate
to a specific earlier date in which case the Borrower hereby confirms, reaffirms
and restates such representations and warranties as of such earlier date.
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5. Effectiveness. This Amendment shall become effective as of the date
upon which the conditions set forth below shall first be satisfied (the
"Effective Date"):
(a) Amendment. The Administrative Agent shall have received
this Amendment, executed and delivered by a duly authorized officer of
the Borrower and the Majority Lenders with a counterpart for the
Administrative Agent and a counterpart or a conformed copy for each
Lender.
(b) Amendment Fee. The Administrative Agent shall have
received, for the account of the relevant Lenders, all fees payable in
connection with this Amendment as set forth in the Letter dated October
20, 1998, from the Borrow to the Lenders.
6. Continuing Effect; No Other Amendments. Except as expressly amended
hereby, all of the terms and provisions of the Credit Agreement are and shall
remain in full force and effect. The amendment provided for herein is limited to
the specific subsection of the Credit Agreement specified herein and shall not
constitute an amendment of, or an indication of the Administrative Agent's or
the Lenders' willingness to amend, any other provisions of the Credit Agreement
or the same subsection for any other date or time period (whether or not such
other provisions or compliance with such subsection for another date or time
period are affected by the circumstances addressed in this Amendment).
7. Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all reasonable costs and out-of-pocket expenses
incurred by the Administrative Agent in connection with the preparation and
delivery of this Amendment, including, without limitation, the reasonable fees
and disbursements of counsel to the Administrative Agent.
8. Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto (including by facsimile transmission), each
of which counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
SERVICE MERCHANDISE COMPANY, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President and Chief
Financial Officer
THE CHASE MANHATTAN BANK,
as Administrative Agent and Collateral Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CITICORP USA, INC., as Documentation Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
ARAB BANKING CORPORATION (B.S.C.)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANK LEUMI TRUST COMPANY OF NEW YORK
formerly (Now Bank Leumi, USA)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: First Vice President
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BANKAMERICA BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
BANKBOSTON, N. A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
COMERICA BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
DEUTSCHE FINANCIAL SERVICES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, IX
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, IX
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇▇ Arrigian
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Name: ▇▇▇▇▇▇▇▇ Arrigian
Title: Assistant Vice President
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FLEET CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ Masale
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Name: ▇▇▇▇▇▇ Masale
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title:
GREEN TREE FINANCIAL SERVICING
CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
HEIJER FINANCIAL, INC.
By: /s/ T. Bukowsel
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Name: T. Bukowsel
Title: Senior Vice President
JBJ ▇▇▇▇▇▇▇▇ BUSINESS CREDIT
CORPORATION
By: /s/ ▇▇▇▇▇ ▇. Staffy
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Name: ▇▇▇▇▇ ▇. Staffy
Title: Vice President
LASALLE BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
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THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. Saprastein
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Name: ▇▇▇▇▇▇▇ ▇. Saprastein
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/ ▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇ ▇▇▇
Title: Vice President
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SANWA BUSINESS CREDIT CORPORATION
By: /s/ ▇▇▇▇▇ ▇. Skavia
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Name: ▇▇▇▇▇ ▇. Skavia
Title: Vice President
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STANDARD CHARTERED BANK
By: /s/ ▇▇▇▇▇ ▇. Cutting
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Name: ▇▇▇▇▇ ▇. Cutting
Title: Senior Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
CITIZENS BUSINESS CREDIT
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
FOOTHILL CAPITAL CORPORATION
By:
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Name:
Title:
FREMONT FINANCIAL CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
PPM AMERICA, INC., as attorney in fact, on
behalf of ▇▇▇▇▇▇▇ National Life Insurance
Company
By: /s/ ▇▇▇▇▇ Gurgine
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Name: ▇▇▇▇▇ Gurgine
Title: Vice President