Bank of America, N.A., as Administrative Agent June 8, 2020
Bank of America, N.A.,
as Administrative Agent
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
June 8, 2020
At Home Holding III Inc.
At Home Stores LLC
0000 X. Xxxxx Xxxx
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Re: Extension of Due Date for Delivery of 2020 First Quarter Financial Statements
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of October 5, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (a) At Home Holding III Inc. (formerly known as GRD Holding III Corporation), a Delaware corporation, and At Home Stores LLC (as successor in interest to Garden Ridge L.P.), a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), (b) At Home Holding II Inc., a Delaware corporation (“Holdings”), (c) each other Guarantor from time to time party thereto, (d) each Lender from time to time party thereto, (e) Bank of America, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), Swing Line Lender and L/C Issuer, (f) and the other agents and arrangers from time to time party thereto. Capitalized terms used herein and not defined shall have the meaning assigned to such terms in the Credit Agreement.
The Borrowers are required to deliver to the Administrative Agent not later than 45 days after the fiscal quarter of the Borrowers ended April 25, 2020, the financial statements required pursuant to Section 6.01(b) of the Credit Agreement in respect of such fiscal quarter (the “First Quarter 2020 Financials”) (the deadline for the delivery of the First Quarter 2020 Financials being herein referred to as the “Financial Reporting Deadline”).
The Borrowers have (i) informed the Administrative Agent and the Lenders that the Borrowers will not be able to meet the Financial Reporting Deadline and (ii) requested that the Administrative Agent and the Lenders consent to extend the Financial Reporting Deadline to the date that is the later to occur of (x) June 24, 2020 and (y) the date that the First Quarter 2020 Financial Statements are required to be delivered pursuant to the First Lien Loan Documents; provided that the date provided by this clause (y) is no later than July 20, 2020, the date such First Quarter Financials are required to be filed with the SEC pursuant to the SEC Order referenced in the Borrowers’ Form 8-K filed with the SEC on June 4, 2020 (such date, the “Extended Financial Reporting Deadline”).
Notwithstanding the requirements contained in Sections 6.01(b) of the Credit Agreement, the Administrative Agent and the undersigned Lenders hereby consent to an extension of the Financial Reporting Deadline to the Extended Financial Reporting Deadline. The Loan Parties hereby acknowledge and agree that the failure to deliver the First Quarter 2020 Financials by the Extended Financial Reporting Deadline shall constitute an Event of Default under Section 8.01(c) of the Credit Agreement (without regard to the grace period set forth therein).
This letter agreement (this “Agreement”) shall be effective as of the date first set forth above and is subject to the condition precedent that it shall be executed and delivered by the Required Lenders, the Administrative Agent, the Borrowers and the Guarantors.
This Agreement relates only to the specific matters expressly covered herein, shall not be considered to be an amendment of any rights or remedies the Lenders or the Administrative Agent may have under the Credit Agreement or under any other Loan Document (except as expressly set forth herein), and shall not be considered to create a course of dealing or to otherwise obligate in any respect any Lender or the Administrative Agent to execute any similar or other consent or grant any amendments under the same or similar or other circumstances in the future.
The Borrowers shall pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement.
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
This Agreement 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. Delivery of an executed counterpart of a signature page to this Agreement by telecopier (or electronic mail (including in PDF format)) shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitutes a “Loan Document” under the Credit Agreement.
[SIGNATURE PAGES FOLLOW]
If the foregoing is in accordance with your understanding, please sign and return this letter agreement to us.
Very truly yours,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer
By: /s/ Xxxxx Xxxxxxxx
Name:Xxxxx Xxxxxxxx
Title:Senior Vice President
[At Home Stores – Signature Page to Consent]
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Xxxxx Xxxxxxxx
Name:Xxxxx Xxxxxxxx
Title:Senior Vice President
[At Home Stores – Signature Page to Consent]
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxxx Xxxxx
Name:Xxxxxxx Xxxxx
Title:Assistant Vice President
[At Home Stores – Signature Page to Consent]
REGIONS BANK, as a Lender
By: /s/ Xxxxx Xxxx
Name:Xxxxx Xxxx
Title:Director
[At Home Stores – Signature Page to Consent]
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
Name:Xxxxxx X. Xxxxxxxx
Title:Vice President
[At Home Stores – Signature Page to Consent]
the date first above written:
BORROWERS:
AT HOME HOLDING III INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title:Chief Financial Officer
AT HOME STORES LLC
By: /s/ Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title:Chief Financial Officer
[At Home Stores – Signature Page to Consent]
GUARANTORS:
AT HOME COMPANIES LLC
AT HOME HOLDING II INC.
AT HOME PROPERTIES LLC
0000 XXXX XXXXX XXXXXXX, LLC
0000 XXXX XXXXXXXXXX 20, LLC
00000 XXXXXXXXX XXXXXXX LLC
00000 XXXX XXXXXX XXXX LLC
0000 XXXXX XXXXXXXXXX XXXX LLC
0000 XXXXX XXXX XXX
0000 XXXX XXXX 289 LLC
000 XXXXX XXXXXX XXXXXX LLC
00000 XXXXXXXX XXXX LLC
000 X. XXXXXXX XXXXXXXXX (1031), LLC
0000 X. XXXXXX XXXXXXXXX (1031), LLC
3003 WEST VINE, LLC
0000 XXXXX XXXX XXXX 1604, LLC
000 XXXXXXX XXXXX, LLC
0000 XXXXXXXXX XXXXX, LLC
0000 XXXXXXXXX XXXX, LLC
0000 XXXXXX XXX, LLC
0000 XXXXXXX XXXX XX, LLC
4801 000X XXXX XXXX, LLC
00000 XXXXXXXXX XXXXXXXXXX XX, LLC
0000 XXXXX XXXX, LLC
0000 X. XXXXX XXXXXX, LLC
0000 XXXXX XX, LLC
0000 XXXXXXXXXX XX, LLC
0000 XXXXXX XXXXX XXXXX LLC
0000 XXXXXX XXXXX XX LLC
0000 X. XXXXX XX LLC
000 X XXXX XXXX XXXX XX LLC
000 XX 00XX XXXXXX LLC
0000 XXXXXXXXXX XXXXXXX XXXX LLC
0000 XXXXXXXX XXXXX XX LLC
0000 XXXXXXXXX XXXXX XX LLC
AT HOME RMS INC.
AT HOME PROCUREMENT INC.
AT HOME GIFT CARD LLC
By: /s/ Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title:Chief Financial Officer
[At Home Stores – Signature Page to Consent]
GUARANTORS (Con’t):
0000 X. 00XX XXXXXX LLC
00 XXXX XXXX LLC
0000 XXXXX XXXXXXX XXXXXXXXX LLC
X. XXXXXXXX FIELD RD LLC
0000 XXXXX XXXXX LLC
0000 X 00XX XXXXXX LLC
0000 XXXXXXXXX XXXXXX XX LLC
10800 ASSEMBLY PARK DR LLC
0000 X. XXXXXXX XX LLC
00000 X XXXXXXXXXX XXXX LLC
0000 XXXXXXXX XXXX LLC
0000 XXXXX XXXXXXX XX LLC
0000 XXXX XXXXXX XXXX X LLC
00000 XXXXXXXXX XXXXXXX LLC
0000 XXXXXXXXX XX LLC
000 XXXXXX XXXXXX XXXX LLC
0000 XXXXXXXXX XXXXXXX LLC
0000 X 00XX XX LLC
000 XXXXXX XXXXXXXX XXXXXX LLC
0000 XXXXXXX XXXXXX LLC
000 XXXXXXXX XXXXX XX LLC
0000 XXXXX XXXXXXX 000 LLC
000 XX XXX 000 LLC
0000 XXXXX XX LLC
0000 XXXXXXX XXXXXXX LLC
0000 XXXXXX XXXXX XXXX LLC
By: /s/ Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title:Chief Financial Officer
[At Home Stores – Signature Page to Consent]
