EXHIBIT 10.37
SIXTH AMENDMENT TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
SIXTH AMENDMENT, dated as of March 20, 1997 (the
"Amendment"), to the REVOLVING CREDIT AND GUARANTY AGREEMENT,
dated as of June 23, 1995, among BRADLEES STORES, INC., a
Massachusetts corporation (the "Borrower"), as a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code,
the Guarantors named therein (the "Guarantors"), as debtors and
debtors-in possession under Chapter 11 of the Bankruptcy Code,
THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), a
New York banking corporation ("Chase"), each of the other
financial institutions party thereto (together with Chase, the
"Banks"), THE CHASE MANHATTAN BANK, as Agent for the Banks (in
such capacity, the "Agent"); and SOCIETE GENERALE, as Co-Agent
for the Banks;
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the
Banks, the Agent and the Co-Agent are parties to that certain
Revolving Credit and Guaranty Agreement, dated as of June 23,
1995 (as heretofore amended by that certain First Amendment to
Revolving Credit and Guaranty Agreement dated as of June 30,
1995, that certain Second Amendment to Revolving Credit and
Guaranty Agreement dated as of August 10, 1995, that certain
Third Amendment to Revolving Credit and Guaranty Agreement dated
as of March 15, 1996, that certain Amendment Letter Agreement
dated August 15, 1996, that certain Fourth Amendment to
Revolving Credit and Guaranty Agreement dated as of September
13, 1996, that certain Fifth Amendment to Revolving Credit and
Guaranty Agreement dated as of January 13, 1997 and that certain
Amendment Letter Agreement dated February 20, 1997, and as the
same may be 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;
and
WHEREAS, Societe Generale and Chase have agreed
that at the time of, and subject to, the occurrence of, the
Effective Date, and immediately prior to such occurrence,
Societe Generale shall assign to Chase and Chase shall accept an
assignment from Societe Generale of all of Societe Generale's
interests, rights and obligations under the Credit Agreement
pursuant to Section 10.03(b) thereof, and from and after such
date, Societe Generale shall no longer be a "Bank" under the
Credit Agreement, and shall no longer serve as Co-Agent
thereunder.
Accordingly, the parties hereto hereby agree as
follows:
1. As used herein all terms which are defined
in the Credit Agreement shall have the same meanings herein.
2. Section 1.01 of the Credit Agreement is
hereby amended by inserting the following new definitions in
appropriate alphabetical order:
"Effective Date" shall have the meaning given such
term in paragraph 16 of the Sixth Amendment.
"Sixth Amendment" shall mean the Sixth
Amendment, dated as of March 20, 1997,
to this Agreement.
3. The definition of the term "Eligible Book
Value of Inventory" set forth in Section 1.01 of the Credit
Agreement is hereby amended by deleting the second sentence
thereof in its entirety and inserting in lieu thereof the
following sentence:
"Inventory as to which Eligible
Book Value of
Inventory is determined shall
include finished
goods on order as to which a
documentary Letter
of Credit has been issued and which
if in the
possession of the Borrower would be
treated as
Inventory (all such goods described
in this sentence,
the "LC Inventory")."
4. The definition of the terms "Maturity Date"
set forth in Section 1.01 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"Maturity Date" shall mean June 23, 1998.
5. The definition of the term "Orders" set
forth in Section 1.01 of the Credit Agreement is hereby amended
in its entirety to read as follows:
"Orders" shall mean the Interim Order, the Final
Order and the Extension Order of the Bankruptcy Court referred
to in Sections 4.01(c), 4.02(d) and 4.03(b).
6. Section 2.03(d) of the Credit Agreement is
hereby amended (i) by inserting the parenthetical phrase "(and
after the Effective Date, at a rate per annum equal to the
Alternate Base Rate plus 1/2%)" immediately following the words
"the Alternate Base Rate plus 1/4%" set forth in the fifth and
sixth lines thereof and (ii) by inserting the parenthetical
phrase "(and after the Effective Date, at a rate per annum equal
to the Alternate Base Rate plus 2-1/2%)" immediately following
the words "the Alternate Base Rate plus 2-1/4%" set forth in the
seventh line thereof.
7. Section 2.08(a) of the Credit Agreement is
hereby amended by inserting the following proviso at the end
thereof:
"provided, that from and after the Effective Date,
such rate per annum shall be equal to the
Alternate Base Rate plus 1/2%."
8. Section 2.08(b) of the Credit Agreement is
hereby amended by inserting the following proviso at the end
thereof:
"provided, that from and after the
Effective Date,
such rate per annum shall be equal to
the Adjusted
LIBOR Rate for such Interest Period in
effect for
such Borrowing plus 13/4%."
9. Section 2.09 of the Credit Agreement is
hereby amended by inserting the following proviso at the end
thereof:
"provided, that from and after the
Effective Date,
such rate per annum shall be equal to the
Alternate
Base Rate plus 2-1/2%."
10. Section 2.19 of the Credit Agreement is
hereby amended in its entirety to read as follows:
SECTION 2.19. Certain Fees. The Borrower shall pay
(i) to the Agent, for the respective accounts of the Agent and
the Banks, the fees set forth in that certain letter dated June
21, 1995 among the Agent, Chemical Securities, Inc. (now known
as Chase Securities Inc.) and the Borrower, (ii) to the Agent,
for the respective accounts of the Banks, on the Effective Date,
a facility fee in an aggregate amount equal to 1/2% of the Total
Commitment and (iii) to the Agent, for its own account, the fees
set forth in that certain letter dated March 20, 1997 among the
Agent, Chase Securities, Inc. and the Borrower.
11. Section 2.21 of the Credit Agreement is
hereby amended by inserting the parenthetical phrase "(and after
the Effective Date, one and three-quarters percent (1-3/4%) per
annum)" immediately following the words "one and one-half
percent (1-1/2%) per annum" set forth in clause (i) thereof and
by deleting the designation "(x)" set fo1. Article IV of the
Credit Agreement is hereby amended by inserting the following
new Section 4.03 at the end thereof:
SECTION 4.03. Conditions Precedent to
Extension of the
Maturity Date. The effectiveness of the
extension of
the Maturity Date pursuant to, and of the
other
modifications to this Agreement
contemplated by, the
Sixth Amendment is subject to the
satisfaction of the
following conditions precedent:
(a) Notes. On or before the Effective
Date, the Agent
shall have received Notes in substantially
the form of
Schedule A to the Sixth Amendment executed
on behalf of
the Borrower, dated the Effective Date,
payable to the
order of each of the Banks, in an amount
equal to such
Bank's Commitment.
(b) Order. On or before the Effective
Date, the Agent
and the Banks shall have received a
certified copy of
an order of the Bankruptcy Court in form
and substance
satisfactory to the Agent (the "Extension
Order")
approving the terms of the Sixth Amendment
(including the
payment of the Fees required thereunder)
which Extension
Order shall be in full force and effect,
and shall not
have been stayed, reversed, modified or
amended in any
respect.
(c) Opinion of Counsel to the Borrower.
The Agent
and the Banks shall have received the
favorable written
opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and such other
counsel as is
acceptable to the Agent as counsel to the
Borrower and the
Guarantors, dated the Effective Date, in
form and substance
satisfactory to the Agent.
(d) Payment of Fees. The Borrower shall
have paid to the
Agent the then unpaid balance of all
accrued and unpaid
Fees owed under and pursuant to this
Agreement and the
letters referred to in Section 2.19.
(e) Corporate and Judicial Proceedings.
All corporate and
judicial proceedings and all instruments
and agreements in
connection with the transactions among the
Borrower, the
Guarantors, the Agent and the Banks
contemplated by the
Sixth Amendment shall be reasonably
satisfactory in form
and substance to the Agent, and the Agent
shall have
received all information and copies of all
documents and
papers, including records of corporate and
judicial
proceedings, which the Agent may have
reasonably requested
in connection therewith, such documents
and papers where
appropriate to be certified by proper
corporate,
governmental or judicial authorities.
(f) Representations and Warranties. All
representations
and warranties contained in this Agreement
and the
other Loan Documents or otherwise made in
writing in
connection herewith or therewith shall be
true and
correct in all material respects on and as
of the
Effective Date, and the Agent and the
Banks shall have
delivered a certificate from a Financial
Officer to
such effect.
(g) No Default. On the Effective Date,
the Borrower
and Guarantors shall be in compliance
with all of the
terms and provisions set forth herein to
be observed
or performed and no Event of Default or
event which
upon notice or lapse of time or both
would constitute
an Event of Default shall have occurred
and be continuing,
and the Agent and the Banks shall have
received a
certificate from a Financial Officer to
such effect.
13. Section 6.04 of the Credit Agreement is
hereby amended by deleting the word "and" appearing in the
fourth line thereof and clause (iii) thereof and inserting in
lieu thereof the following:
", (iii) $20,000,000 during the fiscal year
ending
January 31, 1998 and (iv) $8,000,000 during the
period
thereafter through the Maturity Date."
14. Section 6.05 of the Credit Agreement is
hereby amended by adding to the table set forth therein the
dates and the amounts set forth below:
DATE EBITDA
---- ------
May 3, 1997
($110,000,000)
August 2, 1997
($110,000,000)
November 1, 1997
($100,000,000)
January 31, 1998
($70,000,000)
May 2, 1998
($90,000,000)
15. Section 6.06 of the Credit Agreement is
hereby amended by adding to the table set forth therein the
periods and the amounts set forth below:
Period Ending Inventory
Amount
-------------
----------------
July 5, 1997
$161,000,000
August 2, 1997
$179,000,000
August 30, 1997
$190,000,000
October 4, 1997
$243,000,000
November 1, 1997
$258,000,000
November 29, 1997
$261,000,000
January 3, 1998
$153,000,000
January 31, 1998
%165,000,000
February 28, 1998
$181,000,000
April 4, 1998
$197,000,000
May 2, 1998
$194,000,000
May 30, 1998
$188,000,000
16. The Exhibits to the Credit Agreement are
hereby amended by replacing Exhibit A thereto in its entirety
with a new Exhibit A thereto in the form of Exhibit A hereto.
17. 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, the Banks, the Agent and the Co-Agent, and the Agent
shall have received evidence satisfactory to it of such
execution and (ii) the Agent shall have received evidence
satisfactory to it that each of the conditions precedent set
forth in Section 4.03 of the Credit Agreement as amended hereby
have been satisfied.
18. The Borrower, the Guarantors and the Banks
agree that promptly after the occurrence of the Effective Date
they shall execute and deliver an Amended and Restated Revolving
Credit and Guaranty Agreement reflecting in a single document
the terms and provisions of the Credit Agreement as modified by
this Amendment.
19. 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.
20. 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 herein. 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.
21. 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.
22. 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.
Body Text
BRADLEES STORES, INC.
By: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Senior Vice President,
Chief Financial Officer
GUARANTORS:
BRADLEES, INC.
BRADLEES ADMINISTRATIVE CO.,
INC.
DOSTRA REALTY CO., INC.
MAXIMEDIA SERVICES, INC.
NEW HORIZONS OF ▇▇▇▇▇▇▇▇, INC.
NEW HORIZONS OF WESTBURY, INC.
NEW HORIZONS OF YONKERS, INC.
By: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President,
Treasurer
THE CHASE MANHATTAN BANK,
Individually and as Agent
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
FLEET NATIONAL BANK
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ FINANCIAL, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE
COMPANY
By: PPM AMERICA, INC., as
Attorney-in-Fact for
▇▇▇▇▇▇▇ National Life Insurance
Company
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BHF-BANK AKTIENGESELLSCHAFT
GRAND CAYMAN BRANCH
By: ▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
By: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
MANUFACTURERS & TRADERS TRUST
COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SIGNET BANK
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CREDIT AGRICOLE
By: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
and Branch Manager
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
