Exhibit (4) b
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated as
of April 2, 1999, and is between S & K FAMOUS BRANDS, INC. (the "Company") and
FIRST UNION NATIONAL BANK, as successor-in-interest to Signet Bank/Virginia (the
"Bank").
Recitals
A. The Company and the Bank entered into an Amended and Restated Credit
Agreement dated as of May 31, 1997 (the "Loan Agreement"). B. The Company and
the Bank have agreed to modify certain provisions in the Loan Agreement, subject
to the terms and conditions of this First Amendment.
Agreement
NOW, THEREFORE, for and in consideration of the terms, conditions and
agreements herein, the Bank and the Company hereby agree as follows:
1. Definitions. Except as provided specifically herein, all defined terms
used herein shall have the meanings ascribed to such terms in the Loan
Agreement.
2. Amendments. The Loan Agreement is hereby amended as follows:
A. Section 7.3 is amended and restated as follows:
SECTION 7.3 Consolidated Tangible Net Worth. The
Company will maintain Consolidated Tangible Net Worth (i) as
of January 30, 1999, of not less than $48,300,000 and (ii)
for each fiscal year thereafter, of not less than
$48,300,000 plus eighty percent (80%) of each successive
year's net income. However, during the fiscal year beginning
February 1, 1999 and all periods thereafter, upon approval
of the Company's Board of Directors and notification to the
Bank, S & K may repurchase its own stock, provided the
aggregate market value of such repurchases does not exceed
$12,800,000. Any such repurchases shall reduce the minimum
Consolidated Tangible Net Worth requirement by 90% of the
value of the stock repurchased. In no event, however, shall
the Consolidated Tangible Net Worth as calculated herein be
reduced in the event of any net loss for any fiscal year.
B. Section 7.14 is amended to provide that the Company is permitted to
repurchase outstanding shares of the Company, if, after giving effect thereto,
there would not exist any Default or any Potential Default under the Loan
Agreement, and that any previous Event of Default prior to this First Amendment,
as a result of the repurchase of the Company's outstanding stock, is hereby
waived.
C. Section 10.5 is amended to change the manner in which interest is
calculated for Money Market Loans (made pursuant to section 2.3 of the Loan
Agreement) from the basis of a year of 365 days to a 360-day year basis.
Interest shall continue to be calculated on a 365-day-year basis for Fed Funds
Loans (made pursuant to section 2.1 of the Loan Agreement).
3. Limited Amendment. Except as provided expressly in this First
Amendment, each term, condition or agreement in the Loan Agreement shall
continue to be fully enforceable in accordance with its terms.
WITNESS the following authorized signatures of the parties hereto:
Company:
S & K FAMOUS BRANDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
Bank:
FIRST UNION NATIONAL BANK
(formerly, Signet Bank/Virginia)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
