NINTH AMENDMENT TO CREDIT AGREEMENT


 


THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this 
“Amendment”)


is made as of the 29th day of May, 2020 (the “Ninth
Amendment Effective Date”), by and among THE CATO CORPORATION, a Delaware
corporation (the “Borrower”), CATOWEST, LLC, a Nevada limited liability
company, CATO SOUTHWEST, INC., a Delaware corporation, CATOSOUTH, LLC, a North
Carolina limited liability company, CHW, LLC, a  Delaware limited liability
company, CaDeL, LLC, a Delaware limited liability company, CATO OF TEXAS, L.P.,
a Texas limited partnership, catocorp.com, LLC, a Delaware limited liability
company, and CATO WO LLC, a Delaware limited liability company (each of the
foregoing, other than the Borrower, a “Guarantor” and, collectively, the
“Guarantors”), and TRUIST BANK (formerly known as Branch Banking and Trust
Company), as Agent, Issuing Bank and a Bank (the “Agent”).


 


R E C I T A L S:


 


The Borrower,
the Guarantors, the Agent and the Banks entered into a certain Credit Agreement
dated as of August 22, 2003, as amended by (i) the First Amendment to Credit
Agreement dated August 22, 2005, (ii) the Second Amendment to Credit Agreement
dated October 29, 2007, (iii) the Waiver Agreement dated July 30, 2008, (iv)
the Third Amendment to Credit Agreement dated October 31, 2010, (v) the Fourth
Amendment to Credit Agreement dated March 12, 2013, (vi) the Fifth Amendment to
Credit Agreement dated May 1, 2015, (vii) the Sixth Amendment to Credit
Agreement dated May 1, 2017, (viii) the Seventh Amendment to Credit Agreement
dated July 28, 2017, (ix) the waiver and amendment letter dated March 27, 2019,
and (x) the Eighth Amendment to Credit Agreement dated May 24, 2019 (as so
amended, modified or supplemented, the “Credit Agreement”). Capitalized terms
used in this Amendment which are not otherwise defined in this Amendment shall
have the respective meanings assigned to them in the Credit Agreement.


 


The Borrower
and the Guarantors have requested that the Agent and the Banks modify certain
provisions of the Credit Agreement as more fully set forth herein. The Agent
and the Banks have agreed to so modify the Credit Agreement, all upon the terms
and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the Recitals and the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrower, the Guarantors, the Agent and the Banks,
intending to be legally bound hereby, agree as follows:


 


SECTION 1.  Recitals; Definitions. 


 


(a)               
 The
Recitals are incorporated herein by reference and shall be deemed to be a part
of this Amendment. 


 


 


 






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(b)              
 As
used in this Amendment, the following capitalized terms shall have the meanings
set forth below: 


 


“Governmental Authority”
means the government of the United States of America or any other nation, or of
any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central Bank). 


 


“Operating
Documents” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership or other
legally authorized incorporated or unincorporated entity, the bylaws, operating
agreement, partnership agreement, limited partnership agreement, shareholder
agreement or other applicable documents relating to the operation, governance
or management of such entity.


 


“Organizational
Documents” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership or other
legally authorized incorporated or unincorporated entity, the articles of
incorporation, certificate of incorporation, articles of organization,
certificate of limited partnership or other applicable organizational or
charter documents relating to the creation of such entity.


 


SECTION 2.  Amendments to Credit Agreement. 


 


(a)               
 Section
1.01 of the Credit Agreement is hereby amended by adding the following
definitions in appropriate alphabetical order: 


 


“Benchmark Replacement”
means the sum of: (a) the alternate benchmark rate (which may include Term
SOFR) that has been selected by the Agent giving due consideration to (i) any
selection or recommendation of a replacement rate or the mechanism for
determining such a rate by the Relevant Governmental Body or 


(ii) any evolving or
then-prevailing market convention for determining a rate of interest as a
replacement to the London Interbank Offered Rate for U.S. dollar- denominated
syndicated or bilateral credit facilities and (b) the Benchmark Replacement Adjustment;
provided that, if the Benchmark Replacement as so determined would be less than
zero, the Benchmark Replacement will be deemed to be zero for the purposes of
this Agreement.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the London
Interbank Offered Rate with an Unadjusted Benchmark Replacement, the spread
adjustment, or method for calculating or determining such spread adjustment
(which may be a positive or negative value or zero) that has been selected by
the Agent giving due consideration to (i) any selection or recommendation of a
spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of the London Interbank Offered  Rate  with 
the  applicable  Unadjusted  Benchmark  




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Replacement  by the 





 







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Relevant
Governmental Body or (ii) any evolving or then-prevailing market convention for
determining a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of the London Interbank Offered Rate
with the applicable Unadjusted Benchmark Replacement for U.S.
dollar-denominated syndicated or bilateral credit facilities at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the timing
and frequency of determining rates and making payments of interest and other
administrative matters) that the Agent decides may be appropriate to reflect
the adoption and implementation of such Benchmark Replacement and to permit the
administration thereof by the Agent in a manner substantially consistent with
market practice (or, if the Agent decides that adoption of any portion of such
market practice is not administratively feasible or if the Agent determines
that no market practice for the administration of the Benchmark Replacement
exists, in such other manner of administration as the Agent decides is
reasonably necessary in connection with the administration of this Agreement). 


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with
respect to the London Interbank Offered Rate: (1) in the case of clause (1) or
(2) of the definition of “Benchmark Transition Event,” the later of (a) the
date of the public statement or publication of information referenced therein
and (b) the date on which the administrator of the London Interbank Offered
Rate permanently or indefinitely ceases to provide the London Interbank Offered
Rate; or (2) in the case of clause (3) of the definition of “Benchmark
Transition Event,” the date of the public statement or publication of information
referenced therein.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the London Interbank
Offered Rate: (1) a public statement or publication of information by or on
behalf of the administrator of the London Interbank Offered Rate announcing
that such administrator has ceased or will cease to provide the London
Interbank Offered Rate, permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will
continue to provide the London Interbank Offered Rate; (2) a public statement
or publication of information by the regulatory supervisor for the
administrator of the London Interbank Offered Rate, the U.S. Federal Reserve
System, an insolvency official with jurisdiction over the administrator for the
London Interbank Offered Rate, a resolution authority with jurisdiction over
the administrator for the London Interbank Offered Rate or a court or an entity
with similar insolvency or resolution authority over the administrator for the
London Interbank Offered Rate, which states that the administrator of  the  London 
Interbank  Offered  Rate  has  ceased 
or  will  cease  to 


 


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provide the
London Interbank Offered Rate permanently or indefinitely, provided that, at
the time of such statement or publication, there is no successor administrator
that will continue to provide the London Interbank Offered Rate;  or


(3) a public statement or
publication of information by the regulatory supervisor for the administrator
of the London Interbank Offered Rate announcing that the London Interbank
Offered Rate is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event,
the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such
Benchmark Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the expected date of such event as of such public statement
or publication of information (or if the expected date of such prospective
event is fewer than 90 days after
such statement or publication, the date of such statement or publication) and
(b) in the case of an Early Opt-in  Election, 
the  date  specified 
by  the  Agent  by  notice 
to  the  Borrower. 


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to the London Interbank
Offered Rate and solely to the extent that the London Interbank Offered Rate
has not been replaced with a Benchmark Replacement, the period (x) beginning at
the time that such Benchmark Replacement Date has occurred if, at such time, no
Benchmark Replacement has replaced the London Interbank Offered Rate for all
purposes hereunder in accordance with Section 2.06(i) and (y) ending at the
time that a Benchmark Replacement has replaced the London Interbank Offered
Rate for all purposes hereunder pursuant to Section 2.06(i).


 


“Early Opt-in
Election” means the occurrence of (1) a determination by the Agent that at least five currently outstanding U.S.
dollar-denominated syndicated or bilateral credit facilities at such time
contain (as a result of amendment or as originally executed) as a benchmark
interest rate, in lieu of the London Interbank Offered Rate, a new benchmark
interest rate to replace the London Interbank Offered Rate, and (2) the election
by the Agent to declare that an Early Opt-in Election has occurred and the
provision by the Agent of written notice of such election to the Borrower. 


 


“Federal Reserve
Bank of New York’s Website” means the website of the Federal Reserve Bank of
New York at http://www.newyorkfed.org, or any successor source.


 


“Liquid Assets” has the meaning set forth in Section 5.05.


 


“London Interbank
Offered Rate” has the meaning set forth in Section 2.06(c).





 







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“Ninth Amendment Effective Date” means May 29, 2020.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve
Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the Federal Reserve Bank of New York or any successor
thereto.


 


“SOFR” with
respect to any day means the secured overnight financing rate published for
such day by the Federal Reserve Bank of New York, as the administrator of the
benchmark (or a successor administrator) on the Federal Reserve Bank of New
York’s Website.


 


“Term SOFR” means
the forward-looking term rate based on SOFR that has been selected or
recommended by the Relevant Governmental Body.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark
Replacement Adjustment.


 


“Waiver Period”
means the period commencing on the Ninth Amendment Effective Date and
continuing through the earlier to occur of (a) the last day of the third Fiscal
Quarter of Fiscal Year 2021 and (b) the date on which the Borrower elects to
terminate the Waiver Period by providing written notice thereof to the Agent,
along with such evidence as the Agent may reasonably request to demonstrate the
Borrower’s compliance with the covenants set forth in Sections


5.03 and 5.05 as of the last day of the most recently ended
Fiscal Quarter.


 


(b)              
 Section
1.01 of the Credit Agreement is hereby amended by amending and restating the
definition of “Adjusted Cash Flow” in its entirety to read as follows: 


 


“Adjusted Cash
Flow” means, for a specified period, the sum of (a) the net income of the
Borrower and its Subsidiaries on a consolidated basis for such period, before
deduction of income taxes, depreciation expense, interest expense (including,
without limitation, interest expense attributable to Capital Leases) and
amortization of intangible assets (it being understood that, for purposes
hereof, amortization shall exclude the amortization of any right-of-use
assets), plus (b) non-cash impairment charges related to one-time or
non-recurring expenses at Borrower’s stores not to exceed $13,600,000.00, in
the aggregate, for any four quarter period, all as determined in accordance
with GAAP.


 


(c)               
 Article I  of  the  Credit  Agreement 
is  hereby  amended  by  inserting 
a  new  Section 


1.06 at the end thereof to read in its entirety as follows:


 


SECTION 1.06. Divisions. 
For all purposes under the Loan Documents,  in
connection  with  any  division  or  plan  of  division  under  Delaware  law  (or  any 






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comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation
or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it
shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new
Person shall be deemed to have been organized on the first date of its
existence by the holders of its equity interests at such time. 


 


(d)              
 Section 2.06 of the
Credit Agreement is hereby amended as follows: 


 


(i)   
 The
last sentence of the third paragraph of Section 2.06(c) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows: 


 


Notwithstanding
the foregoing, (i) from the Ninth Amendment Effective Date until the earliest
to occur of (A) the termination of the Waiver Period, (B) the Borrower’s maintaining, possessing,
owning and having access to unencumbered (for the avoidance of doubt, without
considering the aggregate unsecured indebtedness under this Agreement as an
encumbrance) Liquid Assets of not less than $100,000,000 as of the last day of
six consecutive Fiscal Months following the Ninth Amendment Effective Date, and
(C) the occurrence of a Benchmark Transition Event or an Early Opt-In Election,
if the London Interbank Offered Rate as provided above would be less than
0.50%, the London Interbank Offered Rate shall be deemed to be 0.50%; and (ii)
at any other time, if the London Interbank Offered Rate determined as provided
above would be less than zero, the London Interbank Offered Rate shall be
deemed to be zero. 


 


(ii)     A new clause (i) is
hereby inserted at the end of Section 2.06 to read in its entirety as follows: 


 


(i) (A) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any
other Loan Document, upon the occurrence of a Benchmark Transition Event or an
Early Opt-in Election, as applicable, the Agent may amend this Agreement to
replace the London Interbank Offered Rate with a Benchmark Replacement. Any
such amendment will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has provided such
proposed amendment to the Borrower without any further action or consent of the
Borrower. No replacement of the London Interbank Offered Rate with a Benchmark
Replacement pursuant to this Section 2.06(i) will occur prior to the applicable
Benchmark Transition Start Date.


 


(B)                              
 Benchmark
Replacement Conforming Changes. In connection
with the implementation of a Benchmark Replacement, the Agent will have the
right to make Benchmark Replacement Conforming Changes from time to time and,
notwithstanding anything to the contrary herein or in any other Loan Document,
any amendments implementing such Benchmark Replacement Conforming Changes will
become effective without any further action or consent of the Borrower.





 







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(C)                              
 Notices;
Standards for Decisions and Determinations. The Agent will promptly notify the
Borrower of (1) any occurrence of a Benchmark Transition Event or an Early
Opt-in Election, as applicable, and its related Benchmark Replacement Date and
Benchmark Transition Start Date, (2) the implementation of any Benchmark
Replacement, (3) the effectiveness of any Benchmark Replacement Conforming
Changes and (4) the commencement or conclusion of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Agent
pursuant to this Section 2.06(i), including any determination with respect to a
tenor, rate or adjustment or of the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any
action, will be conclusive and binding absent manifest error and may be made in
the Agent’s sole discretion and  without consent from the Borrower, except, in
each case, as expressly required pursuant to this Section 2.06(i). 


 


(D)                             
 Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a
Benchmark Unavailability Period, the Borrower may revoke any request for a Loan
to be made during such Benchmark Unavailability Period. 


 


(e)               
 Section 2.17 of the
Credit Agreement is hereby amended by inserting a new clause 


(f)    at the end thereof to read in its entirety
as follows: 


 


(f)
Notwithstanding anything to the contrary  contained  in  this Agreement, the
Borrower shall not be permitted to request any Commitment Increase during the
Waiver Period.


 


(f)                                 
 Section
5.03 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows: 


 


SECTION 5.03. Fixed
Charge Coverage Ratio. Commencing as of the earlier to occur of (a) the
last day of the Fiscal Quarter during which the Waiver Period has been
terminated by the Borrower and (b) the last day of the fourth Fiscal Quarter of
Fiscal Year 2021, and in each case continuing on the last day of each Fiscal
Quarter ending thereafter, the Fixed Charge Coverage Ratio shall not be less
than 1.5 to 1.0.


 


(g)                              
 Section
5.04(a) of the Credit Agreement is hereby amended by inserting a new proviso at
the end thereof, to read in its entirety as
follows: 


 


; provided that,
notwithstanding the foregoing, the aggregate Costs of Acquisition incurred by
the Loan Parties and all Subsidiaries of the Loan Parties during the Waiver
Period shall not exceed $5,000,000 in the aggregate.


 


 


 


 






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(h)                              
 The
first paragraph of Section 5.05 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows: 


 


SECTION 5.05. Liquidity.
The Borrower shall at all times (to be  measured as of (x) the date of any
Revolving Credit Advance, (y) during
the Waiver Period, the last day of each Fiscal Month, and (z) following the end
of the Waiver Period, the last day of each Fiscal Quarter) maintain, possess,
own and have access to unencumbered (for the avoidance of doubt, without
considering the aggregate unsecured indebtedness under this Agreement as an
encumbrance) Liquid Assets, as reflected on the Borrower’s balance sheet, of
not less than (1) for the period commencing on May 2, 2020 and continuing
through October 31, 2020, $65,000,000; (2) for the period commencing on
November 1, 2020 and continuing through May 1, 2021, $85,000,000; and (3)
thereafter, $100,000,000. As used herein, “Liquid Assets” shall be defined as
Cash and short term investments which meet all of the following requirements: 
(1) such assets must  be owned by and in the name of the Borrower free and
clear of any restriction, limitation, earmark, encumbrance, assignment,
hypothecation, pledge, lien, security interest or other third-party interest,
and (2) such assets shall be readily available to the Borrower and shall not be
subject to any restriction, agreement, governmental requirement, or other
restriction which would prevent the  immediate free use of such assets by the Borrower. 


 


(i)                                  
 The
first paragraph of Section 5.06 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows: 


 


SECTION 5.06. Restrictions
on Dividends, Share Repurchases, etc. No Loan Party nor any Subsidiary of a
Loan Party shall (a) declare or pay any dividends (other than dividends payable
solely in its own Capital Stock) upon any of its Capital Stock (other than
dividends paid to a Loan Party) unless, at such time, (1) no Default or Event
of Default shall exist or would exist immediately after the payment of such
dividend and (2) during the Waiver Period, the  Borrower shall maintain,
possess, own and have access to unencumbered Liquid Assets of not less than
$100,000,000, both immediately prior, and after giving pro forma effect, to the
payment of such dividend. 


 


(j)                                  
 Section
5.09(v) of the Credit Agreement (excluding, for the avoidance of doubt, the
proviso immediately following such clause) is hereby amended and restated in
its entirety to read as follows: 


 


(v) loans or
advances not otherwise permitted under this Section 5.09, which when aggregated
with the total Investments made under Section 5.10(v) do not exceed an
aggregate outstanding amount equal to (A) to the extent made during the Waiver
Period, $5,000,000; or (B) at any time during the term of this Agreement,
$10,000,000;





 







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(k)                              
 Section
5.10(v) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows: 


 


(v) Investments
not otherwise permitted under this Section 5.10, which when aggregated with the
aggregate outstanding loans and advances made under Section 5.09(v) do not
exceed an aggregate outstanding amount equal to (A) to the extent made during the Waiver Period, $5,000,000; or (B) at
any time during the term of this Agreement,
$10,000,000. 


 


(l)                                  
 Section
5.27 of the Credit Agreement is hereby amended by inserting a new sentence at
the end thereof to read in its entirety as follows: 


 


Notwithstanding
the foregoing, during the Waiver Period, the aggregate amount of Debt incurred
pursuant to Sections 5.27(h) and (i) shall not exceed


$2,000,000.


 


(m)                          
 Article V of the
Credit Agreement is hereby amended by inserting a new   Section 


5.32  
 at the end thereof to
read in its entirety as follows: 


 


SECTION 5.23. Capital
Expenditures. During the Waiver Period, Capital Expenditures will not at
any time exceed an aggregate amount of $20,000,000 measured on a trailing
twelve-month basis; provided that after giving effect to the incurrence
of any Capital Expenditures permitted by this Section, no Default shall have
occurred and be continuing.


 


SECTION 3. Conditions to
Effectiveness. The effectiveness of this Amendment and the obligations of
the Agent and the Banks hereunder are subject to the following conditions:


 


(a)   
 receipt
by the Agent from each of the parties hereto of a duly executed counterpart of
this Amendment signed by such party; 


 


(b)   
 receipt
by the Agent of the following, all in form and substance satisfactory to the Agent: 


 


(i)   
 a
closing certificate, substantially in the form of Exhibit G to the Credit
Agreement, appropriately modified to refer to this Amendment, signed by a
principal officer of each Loan Party; 


 


(ii)   
 an
opinion, substantially in the form of Exhibit C to the Credit Agreement,
appropriately modified to refer to this Amendment, signed by the General
Counsel of the Borrower; and 


 


(iii)   
 a
certificate of each Loan Party, signed by the Secretary, an Assistant
Secretary, a member, manager, partner, trustee or other authorized
representative of the respective Loan Party, certifying as to the names, true 






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signatures
and incumbency of the officer or officers of the respective Loan Party authorized
to execute and deliver the Loan Documents, and certified copies of the
following items: (A) the Loan Party’s Organizational Documents; (B) the Loan
Party’s Operating Documents; (C) if applicable, a certificate of the Secretary
of State of such Loan Party’s State of organization as to the good standing or
existence of such Loan Party;   and


(D) the organizational action, if any, taken by the board of directors of
the Loan Party or the members, managers, trustees, partners or other applicable
Persons authorizing the Loan Party’s execution, delivery and performance of
this Amendment, and any other documents which the Agent or any Bank may
reasonably request relating to the existence of each Loan Party, the authority
for and the validity of this
Amendment.


 


(c)   
 receipt
by the Agent of all other documents that the Agent may reasonably request,
respecting this Amendment and the transactions contemplated hereunder; 


 


(d)   
 the
fact that after giving effect to this Amendment, the representations and
warranties of the Loan Parties contained in Section 5 of this Amendment
shall be true on and as of the date hereof;
and 


 


(e)   
 the
Borrower shall have paid to the Agent all fees and expenses (including, without limitation, an
amendment fee payable to the Agent in the amount of $17,500.00, and reasonable
attorneys’ fees, not to exceed $7,500 for this Amendment, and expenses to the
extent invoiced and presented to the Borrower as of the date hereof) payable to
the Agent arising from or relating to the negotiation, preparation, execution,
delivery performance or administration of this Amendment or which are otherwise
required to be paid by the Borrower on or before the date hereof. 


 


SECTION 4.  Limited Waiver; No Other Amendment. 


 


(a)   
 For
the avoidance of doubt, the Banks party hereto, constituting the Required
Banks, hereby waive any Default or Event of Default that may have occurred
under Section 5.03 of the Agreement for the Fiscal Quarter ended May 2, 2020,
prior to giving effect to this Amendment. Such waiver shall not constitute (i)
any future consent to or waiver of, or affect
or diminish in any way, any of the
Required Banks’ rights under the Credit Agreement; (ii) any amendment,
modification or alteration of the Credit Agreement, except as otherwise
provided herein; or (iii) any custom or course of dealing, or a waiver of the
Required Banks’ rights to withhold their consent for any similar request in the future 


 


(b)   
 Except
for the amendments expressly set forth herein, the text of  the Credit
Agreement shall remain unchanged and in full force and effect. On and after the
Ninth Amendment Effective Date, all references to the Credit Agreement in each
of the Loan Documents shall hereafter mean the Credit Agreement as amended by
this Amendment. This Amendment is not intended to effect, nor shall it be
construed as, a novation. The Credit Agreement and this Amendment shall be
construed together as a single agreement. Nothing herein  contained  shall 
waive,  annul,  vary  or  affect  any  provision,  condition,  covenant     




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agreement
contained in the Credit Agreement, except as herein amended, nor affect nor
impair any rights, powers or remedies under the Credit Agreement as hereby
amended. The Agent and Banks do hereby reserve all of their respective rights
and remedies against all parties who may be
or may hereafter become secondarily liable for the repayment of the Notes. The
Loan Parties promise and agree to perform all of the requirements, conditions,
agreements and obligations under the terms of the Credit Agreement, as
heretofore and hereby amended and the other Loan Documents, the Credit
Agreement, as amended, and the other Loan Documents being hereby ratified and
affirmed (including the obligations of the Guarantors with respect to the
Guaranteed Obligations). The Loan Parties hereby expressly agree that the
Credit Agreement, as amended hereby, and the other Loan Documents are in full
force and effect. 


 


SECTION 5. Representations
and Warranties. The Borrower and each Guarantor hereby represent and
warrant to the Agent and Banks as follows:


 


(a)   
 After
giving effect to this Amendment, no Default has occurred and is continuing on
the date hereof. 


 


(b)   
 Each
Loan Party has the power and authority to enter into this Amendment and to do
all acts and things as are required or contemplated hereunder to be done,
observed and performed by it. 


 


(c)   
 This
Amendment has been duly authorized, validly executed and delivered by one or
more authorized officers of each Loan Party and this Amendment, and the Credit
Agreement as amended hereby, constitute the legal, valid and binding
obligations of the Loan Parties enforceable against them in accordance with its
terms, provided that such enforceability is
subject to general principles of equity. 


 


(d)   
 The
execution and delivery of this Amendment and the performance hereunder, and
under the Credit Agreement as amended hereby, by the Loan Parties do not and
will not, as a condition to such execution, delivery and performance, require
the consent or approval of any Governmental Authority having jurisdiction over
any Loan Party, nor be in contravention of or in conflict with the Operating
Documents or Organizational Documents of any Loan Party, or the provision of
any statute, or any judgment, order or indenture, instrument, agreement or
undertaking, to which any Loan Party is party or by which the assets or
properties of any Loan Party are or may become
bound. 


 


SECTION 6. Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which, taken together, shall constitute one
and the same agreement.


 


SECTION 7. Governing
Law. This Amendment shall be construed in accordance with and governed by
the laws of the State of North Carolina without regard to conflict of laws
principles.


 


 


 


 


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SECTION 8. Consent by Guarantors. Each Guarantor
consents to the foregoing amendments. Each Guarantor promises and agrees to
perform all of the requirements,  conditions, agreements and obligations under
the terms of the Credit Agreement as hereby amended, said  Credit  Agreement,  as  hereby  amended, 
being  hereby  ratified 
and  affirmed. 


 


SECTION 9. Further
Assurances. Each Loan Party agrees to promptly take such action, upon the
request of the Agent or any Bank, as is necessary to carry out the intent of
this Amendment.


 


SECTION 10. Loan
Document. This Amendment is a Loan Document and is subject to all
provisions of the Credit Agreement applicable to Loan Documents, all of which
are incorporated in this Amendment by reference the same as if set forth in
this Amendment verbatim.


 


SECTION 11. Severability.
Any provision of this Amendment that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction. 


 


SECTION 12. Entire
Agreement. This Amendment contains the entire and exclusive agreement of
the parties hereto with reference to the matters discussed herein. This
Amendment supersedes all prior drafts and communications with respect hereto.


 


 


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IN WITNESS
WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver,
this Amendment as of the day and year first
above written. 


 


THE CATO CORPORATION (SEAL)


 


By:                                                     (SEAL)


Name:  John R. Howe


Title: Executive Vice President and
Chief Financial Officer


 


 


CaDel, LLC  (SEAL)


By:  CHW, LLC, as Member


 


By:                                                     (SEAL)


Name: John R. Howe Title:
President 


 


 


CHW, LLC  (SEAL)


 


By:                                                     (SEAL)


Name: John R. Howe Title:
President 


 


 


CATO OF TEXAS LP  (SEAL) 


By: Cato Southwest, Inc., as General Partner


 


By:                                                     (SEAL)


Name: John R. Howe Title:
President 


 


 


CATO SOUTHWEST, INC.  (SEAL) 


 


By:                                                     (SEAL)


Name: John R. Howe Title:
President 


 


 


 


 


 


 


 


 






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Signature page to Ninth Amendment to Credit
Agreement





 







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CATOWEST, LLC  (SEAL)


 


By:                                                     (SEAL)


Name: John R. Howe Title:
President 


 


 


CATOSOUTH LLC  (SEAL)


By: The Cato Corporation, as Member


 


By:                                                     (SEAL)


Name:  John R. Howe


Title: Executive Vice President and
Chief Financial Officer


 


 


catocorp.com, LLC  (SEAL) 


 


By:                                                      (SEAL)


Name: John R. Howe Title:
President 


 


 


CATO WO LLC  (SEAL) 


 


By:                                                     (SEAL)


Name:  John R. Howe


Title: Executive Vice President and
Chief Financial Officer





 







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TRUIST BANK (formerly
known as Branch Banking and Trust Company),


as Agent, Issuing Bank and a Bank


 


By:                                                                (SEAL)


Name: Title:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature page to Ninth Amendment to Credit
Agreement








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