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EXHIBIT 10.1
August 4, 1995
Mac Frugal's Bargains o Close-Outs Inc.
Attention:
Re: Mac Frugal's Bargains o Close-Outs Inc.
Amended and Restated Credit Agreement
dated as of October 5, 1993
Gentlemen:
We refer to that certain Amended and Restated Credit Agreement
dated as of October 5, 1993, as amended, among Mac Frugal's Bargains o
Close-Outs Inc., a Delaware corporation, West Coast Liquidators, Inc., a
California corporation, PNS Stores, Inc., a California corporation (the
"Borrowers"), the banks party thereto (the "Lenders"), Bank of America National
Trust and Savings Association, as Administrative Agent, and Bank of America
Illinois, as Co-Agent (the "Agreement").
Section 2.21 of the Agreement provides that the Revolver
Maturity Date may be extended annually by all Lenders consenting to such
extension not later than 45 days after receipt of a written notice from the
Administrative Agent seeking such consent (the "Consent Date"). By July 21,
1995, the Consent Date to extend the Revolver Maturity Date to August 10, 1998,
one Lender had not consented to such extension, and, therefore, by the terms of
said Section 2.21, the Revolver Maturity Date was not extended.
By an assignment effective as of July 31, 1995, the dissenting
Xxxxxx has assigned all its right, title and interest in the Agreement and its
Loans and participations in Letters of Credit thereunder to Bank of America
National Trust and Savings Association. After giving effect to such
assignment, all remaining Lenders agreed to extend the Revolver Maturity Date
to August 10, 1998, but not by the Consent Date. The Borrower's have requested
that all Lenders waive the requirement that such consent must have been
obtained by the Consent Date for this year's extension.
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Mac Frugal's Bargains o Close-Outs Inc.
August 4, 1995
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This will confirm that, by signing below, the Administrative
Agent, all Lenders and the Issuing Bank hereby agree to waive the requirement
that such consent be obtained by such Consent Date, and accordingly, agree and
confirm that the Revolver Maturity Date has been extended to August 10, 1998.
This waiver is specific in time and in intent and does not
constitute, nor should it be construed as, a waiver of any other right,
power or privilege under the Agreement, or under any agreement, contract,
indenture, document or instrument mentioned in the Agreement; nor does it
preclude other or further exercise hereof or the exercise of any other right,
power or privilege, nor shall any waiver of any right, power, privilege or
default hereunder, or under any agreement, contract, indenture, document or
instrument mentioned in the Agreement, constitute a waiver of any other default
of the same or of any other term or provision.
Capitalized terms not otherwise defined herein shall have the
meanings specified in the Agreement. This waiver may be signed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument.
Very truly yours,
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Administrative Agent
By: /s/ X. Xxxxxxxxx
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X. Xxxxxxxxx, Xx.
Vice President
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Mac Frugal's Bargains o Close-Outs Inc.
August 4, 1995
Page 3
BANK OF AMERICA ILLINOIS, as Co-Agent
By: /s/ X. Xxxxxxxxx
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X. Xxxxxxxxx, Xx.
Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Vice President
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Assistant Vice President
BANK OF AMERICA ILLINOIS
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Vice President
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Assistant Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxx X. Xxxx
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Title: Assistant Vice President
(Signatures continue)
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Mac Frugal's Bargains o Close-Outs Inc.
August 4, 1995
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THE BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx X. Xxxx
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Title: Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD. LOS ANGELES AGENCY
By: /s/ Y. Kamisawa
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Title: Deputy General Manager
UNITED STATES NATIONAL BANK OF
OREGON
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Title: First Vice President
UNION BANK
By: /s/ Xxx X. Xxxxxx
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Title: Vice President
