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Exhibit 4(a)
FIFTH AMENDMENT AND WAIVER
TO
AMENDED AND RESTATED LOAN AGREEMENT
This FIFTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN
AGREEMENT
(the "FIFTH AMENDMENT") is made as of the 24th day of April,
2007 by and among:
REX RADIO AND TELEVISION, INC., an Ohio corporation ("REX
RADIO"), as
lead borrower (in such capacity, "LEAD BORROWER"), for itself
and the other
Borrowers being KELLY & COHEN APPLIANCES, INC., an Ohio
corporation
("KELLY"),REX ALABAMA, INC., an Ohio corporation ("REX
ALABAMA"), REX KANSAS,
INC., a Kansas corporation ("REX KANSAS"), REXSTORES.COM, INC.,
an Ohio
corporation ("REX INTERNET"), and STEREO TOWN, INC., a Georgia
corporation
("STEREO TOWN"); and
REX STORES CORPORATION, a Delaware corporation (the
"PARENT");and
the LENDERS party hereto; and
BANK OF AMERICA, N.A., f/k/a Fleet Retail Group, Inc., as agent
for the
Lenders, a Delaware corporation, having a place of business at
100 Federal
Street, Boston, MA 02110; and
KEYBANK NATIONAL ASSOCIATION, as Syndication Agent;
in consideration of the mutual covenants herein contained and
benefits to be
derived herefrom.
RECITALS
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A. The Lead Borrower, the other Borrowers, the Agent, the
Lenders, and the Syndication Agent have entered into an Amended
and Restated
Loan Agreement dated as of September 14,2004 (as amended and in
effect, the
"LOAN AGREEMENT"). All capitalized terms used herein and not
otherwise defined
shall have the same meaning herein as in the Loan Agreement.
B. The Borrowers, the Agent, the Parent, the Lenders, and
the
Syndication Agent have agreed to amend certain provisions of the
Loan Agreement
and to waive certain provisions of the Loan Agreement, all as
set forth herein.
NOW THEREFORE, it is hereby agreed as follows:
1. AMENDMENTS TO LOAN AGREEMENT.
(a) The definition of "REAL ESTATE ADVANCE RATE" in SECTION
1.01
is hereby deleted in its entirety, and the following is
inserted in its place:
"REAL ESTATE ADVANCE RATE" shall mean fifty percent
(50%)."
1
<PAGE>
(b) SECTION 2.01(a)(ii) shall be deleted in its entirety and
the
following shall be substituted therefor:
"(ii) In no event shall the aggregate outstanding amount of
the Credit Extensions made with reference to Eligible Real
Estate at any time exceed twenty-five percent (25%) of the
Borrowing Base at such time;"
2. WAIVER. Borrower has advised the Lenders that it wishes to
enter into
one or more sale and/or sale-leaseback transactions with respect
to the
Real Estate parcels listed on EXHIBIT A hereto (the "RELEASED
REAL
ESTATE"), and has requested that the Lenders agree to release
their
security interest in and encumbrances upon the Released Real
Estate.
Subject to the terms and conditions in Section 3 of this
Fifth
Amendment, the Lenders hereby agree to execute such agreements
as shall
be reasonably requested by Borrower in order to cause the
release of
their security interests in and encumbrances upon the Released
Real
Estate.
3. CONDITIONS TO EFFECTIVENESS. This Fifth Amendment shall not
be
effective until each of the following conditions precedent have
been
fulfilled to the satisfaction of the Agent:
(a) This Fifth Amendment shall have been duly executed and
delivered by the Borrowers, the Parent, the Agent and the
Re
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