Exhibit 10.1
AMENDMENT NO. 8
THIS AMENDMENT NO. 8 (the "Amendment") dated as of September 24, 1999,
to the Credit Agreement referenced below, is by and among MACSAVER FINANCIAL
SERVICES, INC., a Delaware corporation, (the "Borrower"), HEILIG-MEYERS COMPANY,
a Virginia corporation (the "Company"), the Lenders identified therein, WACHOVIA
BANK, N.A. (formerly, Wachovia Bank of Georgia, N.A.), as Administrative Agent,
BANK OF AMERICA, N.A. (formerly NationsBank, N.A.), as Documentation Agent, and
CRESTAR BANK and FIRST UNION NATIONAL BANK (formerly, First Union National Bank
of Virginia), as Co-Agents. 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, the Lenders have established a $400 million credit facility for
the benefit of the Borrower pursuant to the terms of that Credit Agreement dated
as of July 18, 1995 (as amended and modified, the "Credit Agreement") among the
Borrower, the Company, the Lenders identified therein and Wachovia Bank of
Georgia, N.A., as Administrative Agent;
WHEREAS, the commitments under the Credit Agreement have been
permanently reduced to $200 million as of the date hereof;
WHEREAS, the Company has requested consent to certain dispositions
relating to its operations in the Chicago area and charges resulting therefrom,
and certain other modifications to the Credit Agreement and to the Sharing
Agreement;
WHEREAS, the requested consents and modifications require the consent of
the Required Lenders;
WHEREAS, the Required Lenders have consented to the requested consents
and modifications on the terms and conditions set forth herein and have
authorized the Administrative Agent to enter into this Amendment on their behalf
to give effect hereto;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Credit Agreement is amended and modified in the following respects:
1.1 Consent is given to (i) the closing, sale and liquidation of
stores and operations of the Furniture Company and of the Homemakers stores
in the Chicago area consistent with the approach described in
correspondence from the Company, and (ii) use of proceeds of Loans and
extensions of credit of up to $3.5 million under the Credit Agreement to
repay, refund or otherwise satisfy and release, the Senior Notes and the
FUNB Letter of Credit (each as referenced and defined in the Sharing
Agreement).
1.2 In the proviso in the first sentence of the definition of
"Consolidated Net Income", the and immediately preceding clause (ii) is
deleted, clause (ii) is amended and a new clause (iii) is added to read as
follows:
, (ii) for purposes of determining compliance with the Consolidated
Net Worth covenant of Section 7.9(a), there shall be included the
amount of any gain, but there shall be excluded the amount of any
loss, realized from asset sales or dispositions, and (iii) for
purposes of determining compliance with the Consolidated Leverage
Ratio in Section 7.9(b) and the Consolidated Adjusted Fixed Charge
Coverage Ratio covenant in Section 7.9(c), there shall be excluded
special charges of up to $55 million in the aggregate taken in the
second (ending August 31, 1999) and third (ending November 30, 1999)
fiscal quarters of 1999 in connection with the closing, sale and
liquidation of stores and operations of the Furniture Company and the
Homemakers stores in the Chicago area more particularly described in
Annex I to Amendment No. 8.
1.3 The LOC Committed Amount as referenced and defined in Section
2.3(a) is amended and increased from THIRTY-FIVE MILLION DOLLARS
($35,000,000) to FORTY-FIVE MILLION DOLLARS ($45,000,000).
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1.4 The Consolidated Net Worth covenant of Section 7.9(a) is amended
to read as follows:
(a) Consolidated Net Worth. There shall be maintained at all
times a Consolidated Net Worth of not less than $515 million, plus, on
the last day of the fiscal quarter ending November 30, 1999 and each
fiscal quarter thereafter, an amount equal to fifty percent (50%) of
Consolidated Net Income for the fiscal quarter then ending (but not
less than zero), such increases to cumulative.
2. The Administrative Agent is authorized and directed to enter into
Amendment No. 1 to the Intercreditor and Sharing Agreement for and on
behalf of the Lenders in the form of Exhibit A attached hereto.
3. This Amendment shall be effective upon satisfaction of the
following conditions:
(a) receipt by the Administrative Agent of the consent of
Required Lenders to this Amendment;
(b) execution of this Amendment by the Borrower, the Company and
the Administrative Agent;
(c) receipt by the Administration Agent for the benefit of
Lenders consenting to this Agreement of an amendment fee of ten basis
points (0.10%) on the Revolving Commitments of Lenders consenting to
this Agreement; and
(d) evidence of consent by LTCB as holder of the LTCB Term Loan
to a comparable amendment and consent.
4. 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.
5. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative 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.
6. 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.
7. 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
North Carolina.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed under seal and delivered as of the date
and year first above written.
BORROWER: MACSAVER FINANCIAL SERVICES, INC.,
a Delaware corporation
By: / s / Paige H. Wilson
-------------------------
Name: Paige H. Wilson
Title: Senior Vice President,
Treasurer & Secretary
COMPANY: HEILIG-MEYERS COMPANY,
a Virginia corporation
By: / s / Paige H. Wilson
-------------------------
Name: Paige H. Wilson
Title: Senior Vice President,
Treasurer & Secretary
ADMINISTRATIVE
AGENT: WACHOVIA BANK, N.A., as Administrative Agent
for and on behalf of the Lenders
By: / s / Christopher C. Borin
----------------------------
Name: Christopher C. Borin
Title: Senior Vice President
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Annex I
to Amendment No. 8
Description of Chicago Area Sales and Liquidations
Store Zip
Number Location State Address Code
585 Chicago IL 4840 N. Broadway Street 60640
587 Chicago IL 6535 S. Halsted Street 60621
588 Cottage Grove IL 6250 S. Cottage Grove 60637
591 Melrose Park IL 3315 W. North Avenue 60160
593 Milwaukee WI 9225 N. 76th Street 53223
634 Chicago IL 3110 W. Grand Avenue 60622
635 Chicago IL 4343 S. Pulaski Street 60632
636 Oak Lawn IL 9605 S. Cicero Avenue 60453
637 Dolton IL 14931 Greenwood Road 60419
638 Norridge IL 4167 N. Harlem Avenue 60634
640 Mt. Prospect IL One East Rand Road 60056
642 Lombard IL 240 E. Roosevelt Road 60148
914 Milwaukee WI 6700 W. Forest Home Avenue 53223
963 Milwaukee WI 5428 W. Fond Du Lac Avenue 53216
978 Joliet IL Louis Joliet Mall,
3084 Hennepin Drive 60435
994 Waukegan IL 1535 N. Lewis Avenue 60085
1121 Racine WI 4103 Durand Avenue 53405
1190 Oak Lawn IL 9659 S. Cicero Avenue 60453
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