SECOND AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), effective as of the 8th day of November, 2000 is made by and
between FIRSTAR BANK, N. A., a national banking association, successor by merger
with Firstar Bank Missouri, National Association, formerly known as Mercantile
Bank National Association ("Firstar"), FIRST UNION NATIONAL BANK, a national
bank ("First Union"), and OLD NATIONAL BANK, a national bank ("Old National,"
and collectively with Firstar and First Union referred to herein as the
"Existing Banks"), LASALLE BANK NATIONAL ASSOCIATION, a national banking
association ("LaSalle," and collectively with the Existing Banks referred to
herein as the "Banks"), and FIRSTAR BANK, N. A., a national banking association,
successor by merger with Firstar Bank Missouri, National Association, formerly
known as Mercantile Bank National Association, in its capacity as agent for the
Banks (in such capacity, the "Agent"), and SHOE CARNIVAL, INC. ("Borrower").
WITNESSETH:
----------
WHEREAS, the Existing Banks, Agent and Borrower are parties to a
certain Amended and Restated Credit Agreement dated as of April 16, 1999, as
amended by a certain Amendment to Amended and Restated Credit Agreement dated as
of March 24, 2000 made by and among Borrower, Agent and the Existing Banks (as
amended, the "Agreement"), pursuant to which the Existing Banks have agreed to
loan Borrower such sums, not to exceed $55,000,000.00 outstanding at any one
time, as Borrower may request from time to time, which obligations of Borrower
are presently evidenced by the Agreement and by a certain Promissory Note dated
March 24, 2000 made by Borrower payable to the order of Firstar in the original
principal amount of Twenty-One Million Five Hundred Thousand Dollars
($21,500,000.00), by a certain Promissory Note dated March 24, 2000 made by
Borrower payable to the order of Old National in the original principal amount
of Twelve Million Dollars ($12,000,000.00), and by a certain Promissory Note
dated March 24, 2000 made by Borrower payable to the order of First Union in the
original principal amount of Twenty-One Million Five Hundred Thousand Dollars
($21,500,000.00) (as amended, the "Notes");
WHEREAS, Borrower, Agent and Banks wish to further amend the Agreement
to increase the maximum principal amount available to Borrower thereunder, to
extend the term thereof, to change certain covenants contained in the Agreement,
to add LaSalle as a "Bank" thereunder and party thereto, to issue a new
Promissory Note payable to LaSalle and to make certain other revisions to the
Agreement as hereinafter set forth;
NOW, THEREFORE, in order to effect such amendments and in consideration
of the premises herein set forth, Borrower, Agent and Banks agree as follows:
1. The definition of "Commitment" in Section 1.1 of the Agreement
is hereby amended to provide as follows:
"Commitment" means Seventy Million Dollars ($70,000,000.00), and,
with respect to each Bank, the amount specified as such and set
opposite the name of such Bank on the signature pages of that certain
Second Amendment to Amended and Restated Credit Agreement dated as of
November 8, 2000.
1
2. The definition of "Banks" in Section 1.1 of the Agreement
is hereby amended to provide as follows:
"Banks" mean Firstar Bank, N. A., the successor by merger with
Firstar Bank Missouri, National Association, formerly known as
Mercantile Bank National Association and its successors and assigns,
Old National Bank and its successors and assigns, First Union National
Bank and its successors and assigns, and LaSalle Bank National
Association and its successors and assigns.
3. Paragraph (b) in the definition of "Interest Period" in Section
1.1 of the Agreement is hereby amended to provide as follows:
(b) Any Interest Period which includes March 31, 2003
shall end on such date.
4. The definition of "Notes" in Section 1.1 of the Agreement
is hereby amended to provide as follows:
"Notes" mean the amended and restated promissory notes of
Borrower in the form of Exhibits A, B, C and D attached to that certain
Second Amendment to Amended and Restated Credit Agreement dated
November 8, 2000, evidencing the obligation of Borrower to repay the
Loans and amounts outstanding under any Reimbursement Agreements.
5. The Note of Borrower payable to the order of Firstar shall here-
after be amended and restated in the form of that Note attached to this
Amendment as Exhibit A and incorporated herein by reference. The Note of
Borrower payable to the order of Old National shall hereafter be amended and
restated in the form of that Note attached to this Amendment as Exhibit B and
incorporated herein by reference. The Note of Borrower payable to the order
of First Union shall hereafter be amended and restated in the form of that
Note attached to this Amendment as Exhibit C and incorporated herein by
reference. Borrower shall execute and deliver to LaSalle a new Note in the form
of that Note attached to this Amendment as Exhibit D and incorporated herein by
reference to evidence the Borrower's obligations to LaSalle under the Agreement
and the other Transaction Documents.
6. The definition of "Pro Rata Share" in Section 1.1 of the Agreement
is hereby amended to provide as follows:
"Pro Rata Share" shall mean the pro rata share of loans to be
made by each of the Banks hereunder or of other amounts to be shared
between Banks, which shall be 30.71429% for Firstar, 17.14285% for Old
National, 30.71429% for First Union and 21.42857% for LaSalle.
7. By its execution of this Amendment and the payment by LaSalle of
the amounts specified in the next sentence required to be paid on the date
hereof, LaSalle hereby accepts a Commitment to make Loans to Borrower in the
amount of Fifteen Million Dollars ($15,000,000.00), and LaSalle shall, as of
the date hereof, succeed to the rights and be obligated to perform the
obligations of a Bank under the Agreement to the extent of such Commitment. On
the date hereof, LaSalle shall purchase from each of the Existing Banks such
portion of the outstanding Loans and shall assume such portion of each Existing
Bank's risk participation in any Letters of Credit issued by Firstar and
outstanding at the date hereof, such that LaSalle and each Existing Bank shall
hold its respective Pro Rata Share (as such definition has been amended herein)
2
of the Loans and the risk participations in such Letters of Credit following
such purchase. LaSalle shall pay to each of the Existing Banks such required
amounts on the date hereof in federal funds or other immediately available
funds. It is understood that Commitment Fees under Section 2.6 of the Agreement
accrued prior to the date hereof with respect to the Commitments of the
Existing Banks, are for the accounts of the Existing Banks and such
Commitment Fees accruing from and including the date hereof are for the
accounts of all of the Banks (pursuant to their respective Pro Rata Shares
thereof). Such Commitment Fees from the date hereof through December 31, 2000
shall be calculated under paragraph (a) of Section 2.6. Each of the Banks
hereby agrees that if it receives any amount under the Agreement which is for
the account of any of the other Banks, it shall receive the same for the account
of such other Bank(s) to the extent of such other Bank's interest therein
and shall promptly pay the same to such other Bank. The execution of this
Amendment by the Borrower, the Agent and each of the Existing Banks is evidence
of their consent to the addition of LaSalle as a Bank under the Agreement.
8. The definition of "Term" in Section 1.1 of the Agreement is
hereby amended to provide as follows:
"Term" means the period from the Effective Date up to and
including March 31, 2003; except that (i) all, but not less than all,
of the Banks may, in their sole discretion, extend such Term for
additional one-year periods by notifying Borrower of each such
extension at least 12 months prior to the expiration of the then
current Term end of their intention to extend the Term by an additional
year; and (ii) Agent may terminate Banks' obligations hereunder at any
time prior to such stated maturity date or any extension thereof
pursuant to Article 6 herein.
9. The definition of "EBITDA" in Section 2.5(b) of the Agreement is
hereby amended to provide as follows:
As used herein, the term "EBITDA" as of any date shall mean Borrower's
net income before taxes, plus interest expense, plus depreciation, plus
amortization, as determined in accordance with generally accepted accounting
principles consistently applied, for the four quarter period ended as of the
then most recent fiscal quarter-end or fiscal year-end for which financial
statements have been delivered to Banks pursuant to Sections 5.1(a)(i) or (iii).
10. Section 5.1(e)(i) of the Agreement is hereby deleted in its
entirety and in its place shall be substituted the following:
(i) Have a Net Worth of not less than $93,500,000.00 as
of the end of each fiscal quarter during the Term hereof.
11. The Borrowing Base Certificate (as defined in the Agreement)
attached as Exhibit E to the Agreement, shall be amended and restated in the
form of that certain Borrowing Base Certificate attached hereto as Exhibit E.
All references in the Agreement to the "Borrowing Base Certificate" and other
references of similar import shall hereafter be amended and deemed to refer to
the Borrowing Base Certificate in the form of that attached hereto as Exhibit E,
which shall be submitted by Borrower to Banks as required in the Agreement.
12. The form of Notice of Borrowing (as defined in the Agreement)
attached as Exhibit F to the Agreement, shall be amended and restated in the
form of that certain Notice of Borrowing attached hereto as Exhibit F. All
references in the Agreement to the "Notice of Borrowing" and other references of
3
similar import shall hereafter be amended and deemed to refer to the Notice of
Borrowing in the form of that attached hereto as Exhibit F.
13. The Agent and the Existing Banks make no representation or
warranty in connection with, and shall have no responsibility with respect
to, the solvency, financial condition, or statements of the Borrower, or the
validity and enforceability of the obligations of the Borrower in respect
of the Agreement or any Note. LaSalle acknowledges that it has, independently
and without reliance on the Agent or any of the Existing Banks, and based on
such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Amendment and to become a party
to the Agreement as a Bank, and LaSalle will continue to be responsible for
making its own independent appraisal of the business, affairs and financial
condition of the Borrower.
14. Borrower hereby represents and warrants to Agent and to Banks
that:
(a) The execution, delivery and performance by Borrower of
this Amendment are within the corporate powers of Borrower, have been duly
authorized by all necessary corporate action and require no action by or in
respect of, or filing with, any governmental or regulatory body, agency or
official. The execution, delivery and performance by Borrower of this Amendment
do not conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under or result in any violation of, and
Borrower is not now in default under or in violation of, the terms of the
Articles of Incorporation or Bylaws of Borrower, any applicable law, any rule,
regulation, order, writ, judgment or decree of any court or governmental or
regulatory agency or instrumentality, or any agreement or instrument to which
Borrower is a party or by which it is bound or to which it is subject;
(b) This Amendment has been duly executed and delivered and
constitutes the legal, valid and binding obligation of Borrower enforceable in
accordance with its terms; and
(c) As of the date hereof, all of the covenants,
representations and warranties of Borrower set forth in the Agreement are true
and correct and no "Event of Default" (as defined therein) under or within the
meaning of the Agreement, as hereby amended, has occurred and is continuing.
15. The Agreement, as hereby amended, and the Notes, as hereby
amended, are and shall remain the binding obligations of Borrower, and except
to the extent amended by this Amendment, all of the terms, provisions,
conditions, agreements, covenants, representations, warranties and powers
contained in the Agreement and the Notes shall be and remain in full force
and effect and the same are hereby ratified and confirmed. This Amendment
amends the Agreement and is not a novation thereof.
16. All references in the Agreement to "this Agreement" and to the
"Notes" and any other references of similar import shall henceforth mean the
Agreement or the Notes, as the case may be, as amended by this Amendment. All
references in the Notes or other documents to "the Agreement" and to the "Notes"
and any other references of similar import shall henceforth mean the Agreement
or the Notes, as the case may be, as amended by this Amendment.
17. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that
Borrower may not assign, transfer or delegate any of its rights or obligations
hereunder.
18. This Amendment is made solely for the benefit of Borrower, Agent
and Banks as set forth herein, and is not intended to be relied upon or enforced
by any other person or entity.
4
19. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER, AGENT AND BANKS FROM
ANY MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER,
AGENT AND BANKS COVERING SUCH MATTERS ARE CONTAINED IN THIS AMENDMENT, THE NOTES
AND THE AGREEMENT, WHICH CONSTITUTE A COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENTS BETWEEN BORROWER, AGENT AND BANKS EXCEPT AS BORROWER, AGENT AND BANKS
MAY LATER AGREE IN WRITING TO MODIFY. THIS AMENDMENT, THE NOTES AND THE
AGREEMENT EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES
HERETO AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (ORAL OR WRITTEN)
RELATING TO THE SUBJECT MATTER HEREOF.
20. This Amendment shall be governed by and construed in accordance
with the internal laws of the State of Missouri.
21. In the event of any inconsistency or conflict between this
Amendment and the Agreement or the Notes, the terms, provisions and conditions
of this Amendment shall govern and control.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES ON NEXT PAGE]
5
IN WITNESS WHEREOF the parties hereto have executed this Second
Amendment to Amended and Restated Credit Agreement as of the day and year first
above written on this 8th day of November, 2000.
SHOE CARNIVAL, INC.
/s/ W. Kerry Jackson
By: -----------------------------
W. Kerry Jackson, Vice President,
Chief Financial Officer
and Treasurer
Commitment: FIRSTAR BANK, N. A.
Facility A: $21,500,000.00 (30.71429%)
/s/ J. Eric Hartman
By: -----------------------------
J. Eric Hartman, Vice President
Commitment: OLD NATIONAL BANK
Facility A: $12,000,000.00 (17.14285%)
/s/ John Lamb
By: -----------------------------
John Lamb, Vice President
Commitment: FIRST UNION NATIONAL BANK
Facility A: $21,500,000.00 (30.71429%)
/s/ Timothy N. Hyslop
By: -----------------------------
Timothy N. Hyslop, Senior Vice President
Commitment: LASALLE BANK NATIONAL ASSOCIATION
Facility A: $15,000,000.00 (21.42857%)
/s/ John Beardslee
By: -----------------------------
John Beardslee, Vice President
FIRSTAR BANK, N. A., AS AGENT
/s/ J. Eric Hartman
By: -----------------------------
J. Eric Hartman, Vice President
6