Third Amendment, dated as of October 24, 2023, to Credit Agreement, dated as

EX-10.2 8 exhibit102.htm EX-10.2 exhibit102

Execution

Version

THIRD

AMENDMENT

TO CREDIT

AGREEMENT

THIS

THIRD

AMENDMENT

CREDIT

AGREEMENT

(this

"Amendment"),

dated

of October

24, 2023,

is by and among

THE CATO

CORPORATION,

a Delaware

corporation

(the "Borrower"),

the Banks

(as defined

below)

party hereto

and WELLS

FARGO

BANK,

NATIONAL

ASSOCIATION,

agent

behalf

of the

Banks

under

the

Credit

Agreement

(as

hereinafter

defined)

(in

such

capacity,

the

"Agent").

Capitalized terms used

herein

and

not

otherwise defined

herein

shall

have the

meanings

ascribed

thereto

in the

Credit

Agreement.

WITNESSETH

WHEREAS,

the Borrower,

certain

Domestic

Subsidiaries

of the Borrower

as may be from

time

to time party thereto,

certain banks

and financial

institutions from

time to time party thereto

(the

"Banks")

and the

Agent are

parties

to that certain

Credit Agreement

dated

as of May

19, 2022 (as

amended

that

certain

First Amendment

to Credit

Agreement,

dated as of

June 6, 2022,

that

certain

Second

Amendment

to Credit

Agreement,

dated

as of

August

9, 2023,

and

as further

amended,

modified,

extended,

restated,

replaced,

or supplemented

from time

to time,

the "Credit

Agreement");

WHEREAS,

the Borrower

has requested

that the Required

Banks and

Agent amend

certain

provisions

of the

Credit

Agreement;

and

WHEREAS,

the

Required Banks

and

the

Agent

are

willing

make

such

amendments to

the

Credit

Agreement,

in accordance

with and

subject

to the

terms

and conditions

set forth

herein.

NOW,

THEREFORE,

consideration of the

agreements hereinafter set

forth,

and

for

other

good and valuable

consideration,

the receipt

and adequacy

of which are hereby

acknowledged,

the

parties

hereto

agree as

follows:

ARTICLE

AMENDMENTS

TO CREDIT

AGREEMENT

1.1

New

Definitions.

The

following definitions are

hereby

added

Section 1.01

the

Credit Agreement

in the

appropriate

alphabetical

order.

"Liquidity"

means,

at any

time, the

unrestricted

Cash

and

cash

equivalents

(including

any

short

term

investments made in

accordance

with

the

Borrower's

Investment

Policy)

the

balance

sheet

of the

Borrower

and

its Domestic

Subsidiaries held

the

United

States.

For

the avoidance

of doubt,

unused

Revolving

Credit

Commitments

shall

not

included

the

calculation

Liquidity.

"Liquidity

Event"

means,

at any

time,

Liquidity

being

less

than

$100,000,000.

1.2

Amendment to Section

5.01.

Section

5.0l(k)

the

Credit

Agreement

hereby

renumbered

to "Section

5.01(1)" and a new

Section

5.01(k)

is hereby

added

and shall

read

follows:

(k) Promptly

upon the

occurrence

of a

Liquidity

Event,

written

notice

to the

Agent.

1.3

Amendment

to Section

5.03.

Section 5.03

of the

Credit Agreement

is hereby

amended

and restated

in its

entirety

to read

follows:

SECTION

03 Minimum

EBITDAR Coverage

Ratio.

Commencing

as of the

last day

the

first Fiscal

Quarter

of Fiscal

Year

2022, and

in each

case continuing

on the last

day of

each

Fiscal

Quarter

ending

thereafter,

the Minimum

EBITDAR Coverage

Ratio shall

not be

less than

(a) to

the

extent

Liquidity

at any

time during

such Fiscal

Quarter

was less

than

$100,000,000,

1.15 to

1.0

(b) otherwise,

1.05 to 1.0.

the extent (i) a Liquidity Event

occurs and

(ii) the Minimum

EBITDAR

Coverage

Ratio as

of the

most recently

ended Fiscal

Quarter

for which

Financial

Statements

have

been delivered

was

less than

1.05 to

1.0, the

Borrower

shall be in violation

of this Section

5.03

and

an immediate

Event

of Default

shall

occur pursuant

to Section

6.01(b).

ARTICLE

CONDITIONS

EFFECTIVENESS

This

Amendment

shall

become

effective

the

day

and

year

set

forth

above

(the

"Third

Amendment

Effective

Date")

when the

Agent shall

have received

a copy

ofthis

Amendment

duly

executed

by each

of the Borrower,

the Required

Banks

and the

Agent.

ARTICLE

III

MISCELLANEOUS

3.1

Amended

Terms.

On and

after the

Third

Amendment

Effective

Date,

all

references

the

Credit Agreement in

each

the

Loan

Documents shall

hereafter mean

the

Credit

Agreement

amended by this

Amendment.

Except

specifically

amended

hereby

otherwise

agreed,

the

Credit

Agreement

hereby

ratified

and

confirmed

and

shall

remain

full

force

and

effect

according

its

terms.

3.2

Reaffirmation

of Obligations.

The Borrower

hereby

ratifies

the

Credit

Agreement

amended by

this

Amendment and

acknowledges and

reaffirms

(a)

that

bound

all

terms

the

Credit

Agreement

as so

amended

applicable

to it and (b)

that

is responsible

for the

observance

and

full

performance

of its

Obligations.

3.3

Loan

Document.

This

Amendment

shall

constitute

a Loan

Document under

the

terms

of the

Credit

Agreement.

3.4

Further Assurances.

The

Borrower agrees to

promptly take such action, upon

the

request

of the

Agent,

as is

necessary

to carry

out the

intent of

this

Amendment.

3.5

Entirety.

This

Amendment

and

the

other

Loan

Documents

embody

the

entire

agreement

among

the

parties

hereto

relating

to the

subject

matter

hereof

and

thereof

and

supersede

all

previous documents,

agreements

and understandings,

oral or written,

relating to

the

subject

matter

hereof

and

thereof.

3.6

Counterparts;

Telecopy.

This

Amendment may

be executed

counterparts

(and

different

parties hereto

in different

counterparts),

each of which

when so executed

and

delivered

will

constitute

an original,

but all

of which

when taken

together

will constitute

a single

contract.

Delivery

executed

counterpart to

this Amendment

by telecopy

other electronic

means

shall

be effective

an original

and shall

constitute

a representation

that an

original

will

delivered.

3.7

Actions.

Claims.

Etc.

the

date

hereof,

the

Borrower

hereby

acknowledges

and

confirms

that

it has

no knowledge

any actions,

causes

of action,

claims,

demands,

damages

and

liabilities

of whatever

kind

or nature,

in law or

in equity,

against the

Agent,

the Banks,

or the

Agent's

the Banks'

respective

officers,

employees,

representatives,

agents, counsel

or directors

arising

from

any

action

by such

Persons,

or failure

of such

Persons

act under

the

Credit

Agreement

prior to

the

date

hereof.

3.8

NORTH CAROLINA LAW.

THIS

AMENDMENT

SHALL BE CONSTRUED

ACCORDANCE WITH AND

GOVERNED BY

THE LAW

THE

STATE

NORTH

CAROLINA.

3.9

Successors and

Assigns.

This

Amendment

shall

binding

upon

and

inure

the

benefit of the

parties

hereto

and their

respective

successors

and

assigns.

3.10

Expenses.

Notwithstanding

the

provisions

Section

9.03

the

Credit

Agreement,

each

party

hereto

agrees

that

shall

responsible

for

its

own

expenses

connection

with

this

Amendment;

provided

however

the

Borrower

shall

pay

fees

and

disbursements

outside

counsel

for

the Agent

in connection

with the

preparation

of this

Amendment

in the

amount

of$5,000.

3.11

Consent

to Jurisdiction;

Service of Process;

Waiver

of Jury

ial.

The

jurisdiction,

service

process

and

waiver

jury

trial

provisions

set

forth

in Section

9.16

of the

Credit

Agreement

are hereby

incorporated

by reference,

mutatis

mutandis.

[REMAINDER

OF PAGE

INTENTIONALLY

LEFT

BLANK]

IN WITNESS

WHEREOF

the

parties

hereto

have caused

this Amendment

be duly

executed

the date first

above

written.

BORROWER:

THE CATO

CORPORATION

By:

Charles D.

Knight

Executive

Vice

President

and Chief

Financial

Officer

AGENT

AND

BANKS:

WELLS

FARGO

BANK,

NATIONAL

ASSOCIATION,

as Agent,

Issuing

Bank

and as

Bank

By:

Name: Brad

Bostick:

Title:

Senior Vice

President