AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement (the "Amendment") dated as
of February 15, 1995 is among Brown Group, Inc. (the "Borrower"), the
undersigned Lenders and The First National Bank of Chicago, as agent for
the Lenders (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agent are parties to
that certain Credit Agreement dated as of December 22, 1993 ("the
"Agreement"); and
WHEREAS, the Borrower, the undersigned Lenders and the Agent desire
to amend the Agreement in certain respects as more fully described
hereinafter;
NOW, THEREFORE, in consideration of the premises herein contained,
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise herein defined shall have meanings attributed to such terms in
the Agreement.
2. Amendments to the Agreement.
2.1. The definition of "Termination Date" contained in Article I of
the Agreement is deleted in its entirety and the following is inserted
in lieu thereof:
"'Termination Date' means, with respect to any Lender, the earlier
of (i) December 31, 1999, and (ii) the date on which the
Commitments shall have been reduced to zero or terminated in whole
pursuant to Section 2.5.11 or 8.1."
2.2. Section 2.2.5 of the Agreement is amended by deleting the
table of Applicable Margins contained therein and inserting in lieu
thereof the following:
"Applicable Margin Table
Applicable
Margin for Applicable
Eurodollar Margin for
Committed Commitment
Long-Term Debt Rating Advance Fees
- --------------------- ------------ -----------
A3 (Moody's) and .40% 0%
A- (S&P) or better
Baa2 (Moody's) and .45% .05%
BBB (S&P) or better
Any other case .65% .125%"
2.3. Section 2.4.2 of the Agreement is amended by deleting the
percentage ".20%" contained in the fourth line thereof and
inserting in lieu thereof the percentage ".125%".
2.4. Section 2.4.3 of the Agreement is deleted in its entirety and
the following is inserted in lieu thereof:
"2.4.3. Excess Usage Fees. In the event that during any calendar
quarter, the average daily principal amount of the Committed
Advances outstanding hereunder is greater than an amount equal to
50% of the Aggregate Commitment, the Borrower agrees to pay to the
Agent for the ratable account of each Lender an excess usage fee on
the average daily principal amount of the Committed Advances
outstanding during such calendar quarter equal to (i) .10% if the
Borrower's Long-Term Debt Rating is at least Baa2 (Moody's) and BBB
(S&P) or better at all times during such calendar quarter, or (ii)
.15% if clause (i) of this Section 2.4.3 does not apply, in each
case payable quarterly in arrears on each Payment Date and on the
Termination Date."
2.5. Section 2.6 of the Agreement is deleted in its entirety and
the following is inserted in lieu thereof:
"2.6. [Intentionally Omitted]".
2.6. Section 4.2 of the Agreement is amended by deleting the
parenthetical contained in the second through the fourth lines thereof
and inserting in lieu thereof the following:
"(other than a Committed Advance that, after giving effect thereto
and the application of the proceeds thereof, does not increase the
aggregate amount of outstanding Committed Advances)".
2.7. Section 6.10 of the Agreement is amended by adding new clause
(iii) at the end of such Section to read as follows:
"(iii) Indebtedness owing to the Borrower or a Wholly-Owned
Subsidiary of the Borrower."
2.8. Section 6.15 (iv) of the Agreement is amended by deleting the
date "February 1, 1997" where it appears therein and inserting in lieu
thereof the following "Each fiscal year of the Borrower thereafter".
2.9. Section 6.19 of the Agreement is deleted in its entirety and
the following is inserted in lieu
thereof:
"6.19 Ratio of Long-Term Debt to Consolidated Capitalization.
The Borrower will maintain at all times a ratio of (i) Long-Term Debt to
(ii) Consolidated Capitalization plus the aggregate amount of
consolidated book reserves maintained by the Borrower in respect of
standby Letters of Credit supporting insurance requirements of the
Borrower and its Subsidiaries, of not more than .50 to 1.0."
2.10. Section 6.20 of the Agreement is deleted in its entirety
and the following is inserted in lieu thereof:
"6.20. [Intentionally Omitted]".
2.11. Section 6.22 of the Agreement is deleted in its entirety
and the following is inserted in lieu thereof:
"6.22. Fixed Charge Coverage. The Borrower will maintain as at
the end of each of its fiscal quarters, a ratio of (i) Cash Flow to (ii)
Fixed Charges, for the period of the four then most recently ended
fiscal quarters, of not less than 1.25 to 1.0."
2.9. Schedule I to Exhibit "B" to the Agreement is amended by
deleting the calculation setting forth compliance with the terms of
Section 6.20 of the Agreement.
3. Representations and Warranties. In order to induce the Agent
and the Lenders to enter into this Amendment, the Borrower represents
and warrants that:
3.1. The representations and warranties set forth in Article V of
the Agreement, as hereby amended, are true, correct and complete on the
date hereof as if made on and as of the date hereof and that there
exists no Default or Unmatured Default on the date hereof.
3.2. The execution and delivery by the Borrower of this Amendment
has been duly authorized by proper corporate proceedings of the Borrower
and this Amendment, and the Agreement, as amended by this Amendment,
constitute legal, valid and binding obligations of the Borrower.
3.3. Neither the execution and delivery by the Borrower of this
Amendment, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof will violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding
on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's
articles of incorporation or by-laws or the provisions of any indenture,
instrument or agreement to which the Borrower or any Subsidiary is a
party or is subject, or by which it or its property is bound, or
conflict with or constitute a default thereunder.
4. Effective Date. This Amendment shall become effective as of
the date above first written upon receipt by the Agent of (i)
counterparts of this Amendment duly executed by the Borrower and each of
the Lenders, (ii) an Agent's amendment fee, for the sole account of the
Agent in connection with this Amendment, and (iii) such other documents
as the Agent or any Lender may reasonably request.
5. Ratification. The Agreement, as amended hereby, is hereby
ratified, approved and confirmed in all respects.
6. Reference to Agreement. From and after the effective date
hereof, each reference in the Agreement to "this Agreement", "hereof",
or "hereunder" or words of like import, and all references to the
Agreement in any and all agreements, instruments, documents, notes,
certificates and other writings of every kind and nature shall be deemed
to mean the Agreement, as amended by this Amendment.
7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the Borrower, the undersigned Lenders and the
Agent have executed this Amendment as of the date first above written.
BROWN GROUP, INC.
By: /s/ Andrew M. Rosen
Title: Vice President and Treasurer
THE FIRST NATIONAL BANK OF CHICAGO
individually and as Agent
By: /s/ The First National Bank of Chicago
Title: Vice President
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
individually and as Co-Agent
By: /s/ The Boatmen's National Bank of St. Louis
Title: Vice President
CITIBANK, N.A.,
individually and as Co-Agent
By: /s/ Citibank, N.A.
Title: Vice President
MERCANATILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By: /s/ Mercantile Bank of St. Louis
National Association
Title: Vice President
NBD BANK, N.A.
By: /s/ NBD Bank, N.A.
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Royal Bank of Canada
Title: Senior Manager
SHANGHAI COMMERCIAL BANK LTD.
By: /s/ Shanghai Commercial Bank Ltd.
Title: Vice President and Manager
TRUST COMPANY BANK
By: /s/ Trust Company Bank
Title: Group Vice President
J.P. MORGAN DELAWARE
By: /s/ J.P. Morgan Delaware
Title: Vice President
THE YASUDA TRUST & BANKING CO., LTD.
CHICAGO BRANCH
By: /s/ The Yasuda Trust and Banking Co., Ltd.
Chicago Branch
Title: Vice President and Manager