Exhibit 10.3(b)
FIRST AMENDMENT TO CREDIT AGREEMENT
First Amendment (the "First Amendment"), dated this June 12, 1997, to Credit
Agreement dated as of April 15, 1997 among The Bon-Ton Department Stores, Inc.,
Xxxx Xxxxxxx & Xxxxxxxx Co., Inc., and The Bon-Ton Stores of Lancaster, Inc. as
Borrowers, the other Persons named therein as Credit Parties, the other Persons
named therein as Lenders, BankBoston N.A. for itself as Collateral Agent and
Lender, and General Electric Capital Corporation for itself, as Administrative
Agent and Lender (the "Credit Agreement").
WHEREAS:
A. The Borrowers, Credit Parties, Lenders, Administrative Agent, and the
Collateral Agent are parties to the Credit Agreement.
B. The Borrowers have requested that the Agents and the Lenders amend the
definition of Fixed Asset Availability as hereinafter provided.
C. The Agents and the Lenders agree to amend such definition as set forth
below and to amend the Credit Agreement in respect thereof.
Now, therefore, in consideration of the premises and the mutual agreements
hereinafter contained, the parties hereto agree as follows:
"Fixed Asset Availability" shall mean, on any date of determination, an amount
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equal to (i) from the Closing Date through and including February 28, 1998,
Maximum Fixed Asset Availability, (ii) from March 1, 1998 through and including
February 28, 1999, up to 66 2/3% of Maximum Fixed Asset Availability, (iii) from
March 1, 1999 through and including February 29, 2000 up to 33 1/3% of Maximum
fixed Asset Availability and (iv) thereafter, $0. Upon a sale or other
disposition of a Designated Property or Eligible Fixed Asset, Fixed Asset
Availability shall be reduced (but not below zero) by and amount equal to (i)
with respect to a Designated Property sold or otherwise disposed of for an
amount equal to or greater than its Appraised Value, the Appraised Value of such
Designated Property, (ii) with respect to a Designated Property sold or
otherwise disposed of for an amount equal to or less than its Attributed Value,
the Attributed Value of such Designated Property and (iii) with respect to
either (A) any Eligible Fixed Asset or (B) any Designated Property Sold or
otherwise disposed of for an amount greater than its Attributed Value but less
than its Appraised Value, then in each case the amount received upon the
disposition of such Eligible Fixed Asset or Designated Property.
All of the Capitalized terms used herein without definition are so used to
defined in the Credit Agreement or in Annex A thereto.
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This First Amendment shall become effective when the Administrative Agent has
received counterparts hereof from each Borrower, each Credit Party, and the
Requisite Lenders.
In Witness Whereof, this First Amendment has been duly executed as of the date
first written above.
THE BON-TON DEPARTMENT STORES INC.
By: /s/ X X Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
XXXX, XXXXXXX & XXXXXXXX CO., INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
THE BON-TON STORES OF LANCASTER INC.
By: /s/ X X Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
THE BON-TON STORES, INC.
By: /s/ X X Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
THE BON-TON CORP.
By: /s/ X X Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
THE BON-TON NATIONAL CORP.
By: /s/ X X Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
THE BON-TON TRADE CORP.
By: /s/ X X Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
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GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Signatory
BANKBOSTON, N.A.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Director
THE CIT GROUP/BUSINESS CREDIT INC.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
XXXXXX FINANCIAL, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Assistant Vice President
CORESTATES BANK, N.A.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Vice President
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ C. Xxxxxxx Xxxxxxxxx
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Name: C. Xxxxxxx Xxxxxxxxx
Title: Banking Officer
FOOTHILL CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
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SANWA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
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