EXHIBT 4.b.iv.
EXHIBIT
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (the "Amendment") dated as of October 8, 1997, to
the Credit Agreement referenced below, is by and among BROWN GROUP, INC., a New
York corporation, certain of its subsidiaries and affiliates identified herein,
the lenders identified herein and NATIONSBANK, N.A., as successor to The
Boatmen's National Bank of St. Louis, as Agent. Terms used but not otherwise
defined shall have the meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $155 million credit facility has been established in favor of
Brown Group, Inc. (the "Borrower") pursuant to the terms of that Credit
Agreement dated as of January 9, 1997 (as amended and modified, the "Credit
Agreement") among the Borrower, the Guarantors and Lenders identified therein,
First Chicago Capital Markets, Inc., as Syndication Agent, and The Boatmen's
National Bank of St. Louis, a national banking association now known as
NationsBank, N.A., as Agent;
WHEREAS, the Borrower plans to take a special charge against earnings
and has requested modification of certain financial covenants in connection
therewith;
WHEREAS, the modifications requested require the consent of the Required
Lenders;
WHEREAS, the Required Lenders have agreed to the requested modifications
on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Credit Agreement is amended and modified in the following
respects:
1.1 The following definitions in Section 1.1 are amended and
modified, or added, to read as follows:
"Consolidated Net Income" means for any period, the net income
of the Borrower and its Subsidiaries on a consolidated basis determined
in accordance with GAAP applied on a consistent basis, but excluding for
purposes of determining the Consolidated Fixed Charge Coverage Ratio:
(i) any extraordinary gains or losses, and any non-recurring non-cash
gains or losses and (ii) any taxes on such excluded gains and losses and
any tax deductions or credits on account of any such excluded gains and
losses. As related to items (i) and (ii) above, net losses and
restructuring charges in the third and fourth quarters of fiscal year
1997 related to the decision to restructure the Pagoda International
Division, and income tax expense attributable to the repatriation of
certain cash used to support the operations of the Pagoda International
Division shall in the aggregate be limited to $25,000,000.
"Interest Period" means, with respect to a Eurodollar Revolving
Loan, a period of one, two, three or six months, and if available from
all of the Lenders, 7-days, 14-days, 21-days, nine months or twelve
months, in each case commencing on a Business Day selected by the
Borrower pursuant to this Agreement. In the case of Interest Periods
of one, two, three, six, nine or twelve months duration, such Eurodollar
Interest Period shall end on (but exclude) the day which corresponds
numerically to such date of commencement one, two, three, six, nine or
twelve months thereafter, provided, however, that if there is no such
numerically corresponding day in such next, second, third, sixth, ninth
or twelfth succeeding month, such Eurodollar Interest Period shall end
on the last Business Day of such next, second, third, sixth, ninth or
twelfth succeeding month. If a Eurodollar Interest Period would
otherwise end on a day which is not a Business Day, such Eurodollar
Interest Period shall end on the next succeeding Business Day, provided,
however, that if said next succeeding Business Day falls in a new month,
such Eurodollar Interest Period shall end on the immediately preceding
Business Day.
"Letter of Credit" means any letter of credit issued by the
Issuing Lender for the account of the Borrower in accordance with the
terms of Section 2.3, including drafts (whether at sight or time),
drawing certificates, deferred payment obligations and acceptances
issued or created thereunder or in connection therewith.
1.2 Section 2.4.3(ii) regarding Commercial Letter of Credit
Fees is amended to read as follows:
(ii) Commercial Letter of Credit Fee. In consideration of the
LOC Commitment hereunder, the Borrower agrees to pay to the Agent for
the ratable benefit of the Lenders a fee (the "Commercial Letter of
Credit Fee") on a per annum basis on the average daily maximum amount
available to be drawn under commercial Letters of Credit (whether or not
conditions for drawing thereunder have been satisfied) equal to:
(A) prior to acceptance of a draft or creation of a
deferred payment obligation relating to a commercial Letter of
Credit, fifty percent (50%) of the Applicable Percentage for the
Standby Letter of Credit Fee; and
(B) from acceptance of a draft or creation of a
deferred payment obligation relating to a commercial Letter of
Credit, but prior to payment by the Issuing Lender thereon, one
hundred percent (100%) of the Applicable Percentage for the
Standby Letter of Credit Fee.
The Commercial Letter of Credit Fee shall be payable quarterly in
arrears on the last domestic Business Day of each calendar quarter.
1.3 Section 6.17 regarding the Consolidated Leverage Ratio
is amended to read as follows:
6.17 Consolidated Leverage Ratio.
The Borrower will maintain at all times a Consolidated Leverage
Ratio of not more than:
From October 8, 1997 (being the date of
Amendment No. 1) through the last day of the
second fiscal quarter of 1998 .60 to 1.0
From the first day of the third fiscal quarter
of 1998 to the last day of the first fiscal
quarter of 1999 .575 to 1.0
From the first day of the second fiscal quarter
of 1999 and thereafter .55 to 1.0
1.5 Section 6.19 regarding Consolidated Tangible Net Worth
is amended to read as follows:
6.19 Consolidated Tangible Net Worth.
The Borrower will maintain at all times and on any date of
determination a Consolidated Tangible Net Worth of not less than the
sum of (i) $150,000,000 plus (ii) an amount equal to 50% of cumulative
Consolidated Net Income (with no deduction for cumulative losses) from
and including the fiscal quarter beginning August 4, 1996 through the
Borrower's fiscal quarter then most recently ended on or prior to such
date of determination plus (iii) an amount equal to 100% of the Net
Proceeds from any Equity Transaction occurring after the Closing Date.
1.6 Section 6.24 regarding Restricted Payments is amended
to read as follows:
6.24. Restricted Payments.
The Borrower will not make or permit any Restricted Payment to
occur, except that so long as no Default or Unmatured Default shall
exist immediately prior to or after giving effect thereto, the Borrower
may make Restricted Payments in an aggregate amount not to exceed the
sum of
(A) $35,000,000 plus
(B) an amount equal to fifty percent (50%) of
cumulative Consolidated Net Income (but only to the extent
positive) accrued quarterly from the beginning of the
Borrower's fiscal quarter beginning August 4, 1996 as reduced
by the cumulative amount of Restricted Payments made since
August 4, 1996.
2. This Amendment shall be effective upon execution by the
Borrower, the Guarantors and the Required Lenders.
3. Except as modified hereby, all of the terms and provisions of
the Credit Agreement (including Schedules and Exhibits) shall remain in full
force and effect.
4. The Borrower agree to pay all reasonable costs and expenses of
the Agent in connection with the preparation, execution and delivery of this
Amendment, including without limitation the reasonable fees and expenses of
Moore & Van Allen, PLLC.
5. This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and
it shall not be necessary in making proof of this Amendment to produce or
account for more than one such counterpart.
6. This Amendment shall be deemed to be a contract made under,
and for all purposes shall be construed in accordance with the laws of the
State of Missouri.
[Remainder of Page Intentionally Left Blank]
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.
BORROWER: BROWN GROUP, INC.
By: /s/ Harry E. Rich
Executive Vice President and
Chief Financial Officer
8300 Maryland Avenue
P.O. Box 29
St. Louis, MO 63166
Telephone No.: (314) 854-4124
Telecopier No.: (314) 854-4098
GUARANTORS: BROWN GROUP INTERNATIONAL, INC.
BROWN GROUP RETAIL, INC.
PAGODA TRADING COMPANY, INC.
SIDNEY RICH ASSOCIATES, INC.
By: /s/ Harry E. Rich
Vice President for each of
the foregoing
8300 Maryland Avenue
P.O. Box 29
St. Louis, MO 63166
Telephone No.: (314) 854-4124
Telecopier No.: (314) 854-4098
LENDERS: NATIONSBANK, N.A.,
individually and as Agent
By: /s/ Juan A. Cazorla
Title: Vice President
NationsBank, N.A.
901 Main Street
TX1-49-213-05
Dallas, TX 75283
Attn: Molly Oxford, Agency Services
Telephone No.: (214) 508-3255
Telecopier No.: (214) 508-2118
with a copy to:
NationsBank Plaza
800 Market Street, 12th Floor
St. Louis, MO 63166-0236
Attn: Juan A. Cazorla
Telephone No.: (314) 466-6695
Telecopier No.: (314) 466-7783
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ John Runger
Title: Managing Director
First Chicago Capital Markets, Inc.
One First National Plaza
National Corporate Banking, Suite 0324
Chicago, IL 60670
Attn: John Runger
Telephone No.: (312) 732-7101
Telecopier No.: (312) 732-1117
SUNTRUST BANK, ATLANTA,
By:
Title:
By:
Title:
25 Park Place, 26th Floor
Mail Code 118
Atlanta, GA 30303
Attn: Linda L. Dash
Telephone No.: (404) 658-4923
Telecopier No.: (404) 658-4905
MORGAN GUARANTY TRUST COMPANY
By: /s/ Stephen Hannan
Title: Vice President
60 Wall Street
New York, New York 10260-0060
Attn: Stephen J. Hannan
Telephone No.: (212) 642-7679
Telecopier No.: (212) 648-5005
ROYAL BANK OF CANADA
By: /s/ Karen T. Hull
Title: Retail Group Manager
New York Branch
Financial Square, 23rd Floor
New York, New York 10005-3531
Attn: Manager, Credit Administration
Telephone No.: (212) 428-6311
Telecopier No.: (212) 428-2372
with a copy to:
1 North Franklin Street
Suite 700
Chicago, IL 60606
Attn: Karen T. Hull,
Retail Group Manager
Telephone No.: (312) 551-1617
Telecopier No.: (312) 551-0805
THE YASUDA TRUST & BANKING LTD.
By: /s/ Rohn Laudenschlager
Title: Senior Vice President
New York Branch
666 Fifth Avenue, 8th Floor
New York, New York 10103
Attn: Joel Powers
Telephone No.: (212) 373-5729
Telecopier No.: (212) 373-5796
BANKBOSTON, N.A.
Retail and Apparel Division
By: /s/ Bethann R. Halligan
Title: Division Executive
100 Federal Street
Mail Stop 01-0-05
Boston, MA 02110-1802
Attn: Bethann R. Halligan
Telephone No.: (617) 434-0144
Telecopier No.: (617) 434-0630
THE SAKURA BANK, LIMITED
By: /s/ Yukiharu Sakumoto
Title: Joint General Manager
227 W. Monroe Street
Suite 4700
Chicago, IL 60606
Attn: Jim Kershner
Telephone No.: (312) 782-2144
Telecopier No.: (312) 332-5345