Exhibit 4.3
SECOND AMENDMENT AGREEMENT
This SECOND AMENDMENT AGREEMENT, dated as of October 1,
1997 (the "Agreement"), is among Specialty Retailers, Inc. (the
"Borrower"), Stage Stores, Inc. (the "Parent"), the banks named
therein (the "Banks") and Credit Suisse First Boston, as Adminis
trative Agent, Collateral Agent and Swingline Bank (the "Ad
ministrative Agent").
PRELIMINARY STATEMENT
WHEREAS, the Borrower, the Parent, the Banks and the
Administrative Agent are parties to the Credit Agreement, dated
as of June 17, 1997, as amended (the "Credit Agreement");
WHEREAS, the Borrower has requested the amendment of
certain provisions set forth in the Credit Agreement;
WHEREAS, the Banks have agreed to amend the specific
provisions set forth herein under the terms and conditions set
forth herein;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
SECTION 1. Defined Terms. Capitalized terms used
and not defined herein shall have the meanings assigned to such
terms in the Credit Agreement.
SECTION 2. Amendments. The Banks hereby agree to
amend the Credit Agreement as follows:
(a) The definition of "Excess Cash Flow" in Section 1.1 of
the Credit Agreement is hereby amended by inserting at the end of
clause (ix) thereof the following:
"minus (x) all payments made in respect of the
outstanding principal of the Bealls Subordinated Notes to the
extent permitted pursuant to Section 6.10(a)(iii)"
(b) Section 1.1 of the Credit Agreement is hereby amended
by adding the following definition in the correct alphabetical
order:
""Bealls Subordinated Notes" shall mean (i) the
$14,982,914 12% Bealls Holding Subordinated Notes due 2002, (ii)
the $14,312,959 7% Bealls Junior Subordinated Debentures due 2003
and (iii) the $4,381,185 7% FB Holdings Subordinated Notes due
2000."; and
(c) Section 6.10 of the Credit Agreement is hereby amended
by deleting the word "and" between clause (i) and clause (ii)
thereof and inserting a comma in its place and by inserting at
the end of clause (ii) the following:
"and (iii) so long as no Default or Event of Default
has occurred and is continuing, any Indebtedness
outstanding under the Bealls Subordinated Notes so long
as the aggregate amount paid in respect of such
Indebtedness shall not exceed $5,000,000,"
Except as otherwise specified above and in the Amend
ment Agreement, dated as of June 26, 1997, among the Borrower,
the Parent, the Banks and the Administrative Agent, there is no
amendment of any other term, condition or provision of the Credit
Agreement all of which are hereby ratified and confirmed by the
Borrower and the Parent.
SECTION 3. Representations and Warranties; No De
faults. Each Loan Party hereby represents and warrants that
after giving effect to the amendments set forth in Section 2 of
this Agreement, (a) the representations and warranties contained
in the Credit Agreement and Loan Documents are correct on the
effective date of this Agreement, and (b) no Default or Event of
Default has occurred or is continuing on the date hereof and on
the effective date of this Agreement.
SECTION 4. Counterparts. This Agreement (a) may be
executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall
constitute one and the same instrument, (b) shall be effective
only in this specific instance for the specific purpose set forth
herein, and (c) does not allow any other or further departure
from the terms of the Credit Agreement or the Loan Documents,
which terms shall continue in full force and effect.
SECTION 5. Conditions to Effectiveness. This Agree
ment shall become effective as of the date hereof when copies
hereof, when taken together, bearing the signatures of each of
the parties hereto have been received by the Administrative
Agent.
SECTION 6. Applicable Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers,
all as of the date and year first written above.
SPECIALTY RETAILERS, INC.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Vice President, Financial
Planning
STAGE STORES, INC.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Vice President, Financial
Planning
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent, Collateral
Agent and
Swingline Bank
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
BANQUE PARIBAS
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
CREDITANSTALT BANKVEREIN
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Sr. Associate
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Xxxxx X. X'Xxxxxx
Name: Xxxxx X. X'Xxxxxx
Title: Director
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx III
Name: Xxxxxx X. Xxxxxxxx III
Title: Vice President & Manager
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx
Title: Vice President
BANK UNITED
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
BEAR XXXXXXX INVESTMENT PRODUCTS
INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
