EX-4 5 firstamendment.txt FIRST AMENDMENT Exhibit 4.1 ----------- FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT -------------------------------------------------------- This First Amendment to Amended and Restated Credit Agreement is made as of this 14 day of May, 2001 by and among WICKES INC. (formerly Wickes Lumber Company), a Delaware corporation (the "Borrower"), and each of those financial institutions identified as Lenders on Annex I hereto (together with each of their successors and assigns, referred to individually as a "Lender" and collectively as the "Lenders"), and FLEET RETAIL FINANCE INC., acting as agent for the Lenders in the manner and to the extent described in Article 11 hereof (in such capacity, the "Agent"), and BANK OF AMERICA, N.A., as Documentation Agent (the "Documentation Agent"), and FLEET NATIONAL BANK, as issuer of letters of credit (in such capacity, the "Issuing Bank") in consideration of the mutual covenants herein contained and benefits to be derived herefrom. W I T N E S S E T H A. Reference is made to the Amended and Restated Credit Agreement (the "Credit Agreement") dated as of December 13, 2000 by and among the Borrower, the Lenders, the Agent, the Documentation Agent and the Issuing Bank. B. The Borrower, the Lenders, and the Agent, desire to modify and amend certain provisions of the Credit Agreement, effective as of March 31, 2001. Accordingly, the Agent, the Lenders, the Documentation Agent, the Issuing Bank, and the Borrower agree as follows: 1. Definitions. (a) Capitalized terms used herein and not otherwise ----------- defined herein shall have the meanings assigned to such terms in the Credit Agreement. 2. Amendments to Article 9 of the Credit Agreement. The provisions ------------------------------------------------ of Article 9 of the Credit Agreement are hereby amended by modifying the provisions of Section 9.2 to provide that the required minimum Consolidated Net Worth for the fiscal quarter ending March 31, 2001 shall be "20,600,000.00". 2 3. Conditions Precedent to Effectiveness. This First Amendment shall ------------------------------------- not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Agent: a. This First Amendment shall have been duly executed and delivered by the respective parties hereto and, shall be in full force and effect and shall be in form and substance satisfactory to the Agent and the Majority Lenders. b. All action on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of this First Amendment shall have been duly and effectively taken and evidence thereof satisfactory to the Agent shall have been provided to the Agent. c. The Borrower shall have provided such additional instruments and documents to the Agent as the Agent and Agent's counsel may have reasonably requested. 4. Miscellaneous. ------------- a. This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. b. This First Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this First Amendment or any --------------------------------------------------------------------------- application hereof is invalid, illegal or unenforceable in any respect and --------------------------------------------------------------------------- in any instance shall not effect the validity, legality, or enforceability --------------------------------------------------------------------------- of such provision in any other instance, or the validity, legality or --------------------------------------------------------------------------- enforceability of any other provisions of this First Amendment. --------------------------------------------------------------- The Borrower shall pay on demand all costs and expenses of the Agent, --------------------------------------------------------------------------- including, without limitation, reasonable attorneys' fees in connection --------------------------------------------------------------------------- with the preparation, negotiation, execution and delivery of this First --------------------------------------------------------------------------- Amendment. ---------- The Borrower warrants and represents that the Borrower has consulted with --------------------------------------------------------------------------- independent legal counsel of the Borrower's selection in connection with --------------------------------------------------------------------------- this First Amendment and is not relying on any representations or --------------------------------------------------------------------------- warranties of the Agent or its counsel in entering into this First --------------------------------------------------------------------------- Amendment. ---------- 3 IN WITNESS WHEREOF, the parties have duly executed this First Amendment as of the day and year first above written. WICKES INC. by____________________________________ Name: James A. Hopwood Title: CFO Address: 706 N. Deerpath Drive Vernon Hills, IL 60061 FLEET RETAIL FINANCE INC., as Agent and Lender, by____________________________________ Name: Title: BANK OF AMERICA, N.A., as Documentation Agent and Lender, by____________________________________ Name: Title: FOOTHILL CAPITAL CORPORATION, as Lender, by____________________________________ Name: Title: LASALLE BANK, NATIONAL ASSOCIATION, as Lender, by____________________________________ Name: Title: 4 THE CIT GROUP/BUSINESS CREDIT INC., as Lender, by____________________________________ Name: Title: CONGRESS FINANCIAL CORPORATION (CENTRAL), as Lender, by____________________________________ Name: Title: AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Lender, by____________________________________ Name: Title: debis FINANCIAL SERVICES, INC., as Lender, by____________________________________ Name: Title: COMERICA BANK, as Lender, by____________________________________ Name: Title: 644928.2