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EXHIBIT
4
NINTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS NINTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (this “
Amendment ”), effective as of June 10, 2008, is made
by and between: U.S. BANK NATIONAL ASSOCIATION, a national banking
association, formerly known as Firstar Bank, N. A., successor by
merger to Firstar Bank Missouri, National Association, formerly
known as Mercantile Bank National Association (“
U.S. Bank ”), WACHOVIA BANK, NATIONAL ASSOCIATION, a
national banking association, formerly known as First Union
National Bank (“ Wachovia ”), and
FIFTH THIRD BANK, a Michigan banking corporation (“
Fifth Third ”; and collectively with U.S. Bank and
Wachovia referred to herein as the “ Banks ”); U.S. BANK NATIONAL ASSOCIATION, a national banking
association, formerly known as Firstar Bank, N.A., a national
banking association, successor by merger to Firstar Bank Missouri,
National Association, formerly known as Mercantile Bank National
Association, in its capacity as agent for the Banks (in such
capacity, “ Agent ”); and SHOE
CARNIVAL, INC., an Indiana corporation (“
Borrower ”).
WITNESSETH :
WHEREAS, the Banks, Agent
and Borrower are parties to the Amended and Restated Credit
Agreement dated as of April 16, 1999, as amended by the First
Amendment to Amended and Restated Credit Agreement dated as of
March 24, 2000, the Second Amendment to Amended and Restated Credit
Agreement dated as of November 8, 2000, the Third Amendment to
Amended and Restated Credit Agreement dated as of March 18, 2002,
the Fourth Amendment to Amended and Restated Credit Agreement dated
as of March 12, 2003, the Fifth Amendment to Amended and Restated
Credit Agreement dated as of April 5, 2004, the Sixth Amendment to
Amended and Restated Credit Agreement dated as of April 5, 2005,
the Seventh Amendment to Amended and Restated Credit Agreement
dated as of March 31, 2006, the Eighth Amendment to Amended and
Restated Credit Agreement dated as of December 15, 2006 (as
amended, the “ Agreement ”);
WHEREAS, Banks, Agent and
Borrower wish to further amend the Agreement and to make certain
revisions to the Agreement as hereinafter set forth;
NOW, THEREFORE, in order
to effect such amendments and in consideration of the premises
herein set forth, Borrower, Agent and Banks agree as
follows:
1. The definitions of “Commitment” and
“Notes” set forth in Section 1.01 of the Agreement are
deleted and replaced with the following:
““ Commitment ” means
Ninety Five Million Dollars ($95,000,000.00), and with respect to
each Bank, the amount specified as such Bank’s Commitment and
set forth opposite the name of such Bank on the signature page
attached to the Ninth Amendment to Amended and Restated Credit
Agreement and Notes dated June 10, 2008.”
““ Notes ” mean the
amended and restated promissory notes of Borrower in the form
of Exhibits
A , B
, and C attached to the
Ninth Amendment to Amended and Restated Credit Agreement and Notes
dated June 10, 2008, evidencing the obligation of Borrower to repay
the Loans and amounts outstanding under any Reimbursement
Agreements.”
2. The Note of Borrower
payable to the order of U.S. Bank shall hereafter be amended and
restated in the form of that Note attached to this Amendment
as Exhibit A
and incorporated herein by reference.
The Note of Borrower payable to the order of Wachovia shall
hereafter be amended and restated in the form of that Note attached
to this Amendment as Exhibit
B and incorporated herein by
reference. The Note of Borrower payable to the order of Fifth Third
shall hereaf
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