home_Current folio_8K_20200612_Exhibit 10.1



		

			 

		





		
			Bank of America, N.A.,
		

		
			as Administrative Agent
		

		
			100 Federal Street, 9th Floor
Boston, MA 02110
		

		
			 
		

		
			June 8, 2020
		

		
			 
		

		
			At Home Holding III Inc.
		

		
			At Home Stores LLC
		

		
			1600 E. Plano Pkwy
		

		
			Plano, TX 75074
		

		
			Attention: Jeffrey R. Knudson
		

		
			 
		

		
			Re: Extension of Due Date for Delivery of 2020 First Quarter Financial Statements
		

		
			Ladies and Gentlemen:
		

		
			Reference is made to that certain Credit Agreement, dated as of October 5, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (a) At Home Holding III Inc. (formerly known as GRD Holding III Corporation), a Delaware corporation, and At Home Stores LLC (as successor in interest to Garden Ridge L.P.), a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), (b) At Home Holding II Inc., a Delaware corporation (“Holdings”), (c) each other Guarantor from time to time party thereto, (d) each Lender from time to time party thereto, (e) Bank of America, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), Swing Line Lender and L/C Issuer, (f) and the other agents and arrangers from time to time party thereto.  Capitalized terms used herein and not defined shall have the meaning assigned to such terms in the Credit Agreement.
		

		
			The Borrowers are required to deliver to the Administrative Agent not later than 45 days after the fiscal quarter of the Borrowers ended April 25, 2020, the financial statements required pursuant to Section 6.01(b) of the Credit Agreement in respect of such fiscal quarter (the “First Quarter 2020 Financials”) (the deadline for the delivery of the First Quarter 2020 Financials being herein referred to as the “Financial Reporting Deadline”).  
		

		
			The Borrowers have (i) informed the Administrative Agent and the Lenders that the Borrowers will not be able to meet the Financial Reporting Deadline and (ii) requested that the Administrative Agent and the Lenders consent to extend the Financial Reporting Deadline to the date that is the later to occur of (x) June 24, 2020 and (y) the date that the First Quarter 2020 Financial Statements are required to be delivered pursuant to the First Lien Loan Documents; provided that the date provided by this clause (y) is no later than July 20, 2020, the date such First Quarter Financials are required to be filed with the SEC pursuant to the SEC Order referenced in the Borrowers’ Form 8-K filed with the SEC on June 4, 2020 (such date, the “Extended Financial Reporting Deadline”).
		

		
			


		 





		

		
			Notwithstanding the requirements contained in Sections 6.01(b) of the Credit Agreement, the Administrative Agent and the undersigned Lenders hereby consent to an extension of the Financial Reporting Deadline to the Extended Financial Reporting Deadline.  The Loan Parties hereby acknowledge and agree that the failure to deliver the First Quarter 2020 Financials by the Extended Financial Reporting Deadline shall constitute an Event of Default under Section 8.01(c) of the Credit Agreement (without regard to the grace period set forth therein).
		

		
			This letter agreement (this “Agreement”) shall be effective as of the date first set forth above and is subject to the condition precedent that it shall be executed and delivered by the Required Lenders, the Administrative Agent, the Borrowers and the Guarantors.
		

		
			This Agreement relates only to the specific matters expressly covered herein, shall not be considered to be an amendment of any rights or remedies the Lenders or the Administrative Agent may have under the Credit Agreement or under any other Loan Document (except as expressly set forth herein), and shall not be considered to create a course of dealing or to otherwise obligate in any respect any Lender or the Administrative Agent to execute any similar or other consent or grant any amendments under the same or similar or other circumstances in the future.  
		

		
			The Borrowers shall pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement.
		

		
			THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
		

		
			This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier (or electronic mail (including in PDF format)) shall be effective as delivery of a manually executed counterpart of this Agreement.  This Agreement constitutes a “Loan Document” under the Credit Agreement.
		

		
			 
		

		
			[SIGNATURE PAGES FOLLOW]
		

		
			 
		

		
			


		 





		

		
			If the foregoing is in accordance with your understanding, please sign and return this letter agreement to us.
		

		
			Very truly yours,
		

		
			BANK OF AMERICA, N.A.,
		

		
			as Administrative Agent, Swing Line Lender and L/C Issuer
		

		
			By:  /s/ Brian Lindblom
		

		
			Name:Brian Lindblom
		

		
			Title:Senior Vice President
		

		
			


		 


		

			[At Home Stores – Signature Page to Consent]

		


		

			 

		







BANK OF AMERICA, N.A.,
		

		
			as a Lender
		

		
			By: /s/ Brian Lindblom
		

		
			Name:Brian Lindblom
		

		
			Title:Senior Vice President
		

		
			 
		

		
			 
		

		
			


		 


		

			[At Home Stores – Signature Page to Consent]

		


		

			 

		








		

		
			WELLS FARGO BANK, NATIONAL ASSOCIATION,  as a Lender
		

		
			By: /s/ Brendan Hogan
		

		
			Name:Brendan Hogan
		

		
			Title:Assistant Vice President
		

		
			 
		

		
			 
		

		
			


		 


		

			[At Home Stores – Signature Page to Consent]

		


		

			 

		








		

		
			REGIONS BANK, as a Lender 
		

		
			 
		

		
			 
		

		
			 
		

		
			By: /s/ Ankur Shah
		

		
			Name:Ankur Shah
		

		
			Title:Director
		

		
			 
		

		
			


		 


		

			[At Home Stores – Signature Page to Consent]

		


		

			 

		








		

		
			U.S. BANK NATIONAL ASSOCIATION,
		

		
			as a Lender 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			By: /s/ Steven C. Gonzalez
		

		
			Name:Steven C. Gonzalez
		

		
			Title:Vice President
		

		
			


		 


		

			[At Home Stores – Signature Page to Consent]

		


		

			 

		








		

		
			Accepted and agreed to as of
		

		
			the date first above written:
		

		
			 
		

		
			BORROWERS:
		

		
			 
		

		
			AT HOME HOLDING III INC.
		

		
			By:    /s/ Jeffrey R. Knudson
		

		
			Name:Jeffrey R. Knudson
		

		
			Title:Chief Financial Officer
		

		
			AT HOME STORES LLC
		

		
			 
		

		
			By:  /s/ Jeffrey R. Knudson
		

		
			Name:Jeffrey R. Knudson
		

		
			Title:Chief Financial Officer
		

		
			


		 


		

			[At Home Stores – Signature Page to Consent]

		


		

			 

		








		

		
			GUARANTORS:
		

		
			 
		

		
			AT HOME COMPANIES LLC 
		

		
			AT HOME HOLDING II INC.
		

		
			AT HOME PROPERTIES LLC
		

		
			1600 EAST PLANO PARKWAY, LLC
		

		
			2650 WEST INTERSTATE 20, LLC
		

		
			11501 BLUEGRASS PARKWAY LLC
		

		
			12990 WEST CENTER ROAD LLC
		

		
			1944 SOUTH GREENFIELD ROAD LLC
		

		
			4700 GREEN ROAD LLC
		

		
			4304 WEST LOOP 289 LLC
		

		
			642 SOUTH WALNUT AVENUE LLC
		

		
			15065 CREOSOTE ROAD LLC
		

		
			335 N. ACADEMY BOULEVARD (1031), LLC
		

		
			1660 W. MIDWAY BOULEVARD (1031), LLC
		

		
			3003 WEST VINE, LLC
		

		
			7613 NORTH EAST LOOP 1604, LLC 
		

		
			334 CHICAGO DRIVE, LLC
		

		
			4949 GREENWOOD DRIVE, LLC
		

		
			2251 SOUTHWYCK BLVD, LLC
		

		
			1605 BUFORD HWY, LLC
		

		
			1267 CENTRAL PARK DR, LLC
		

		
			4801 183A TOLL ROAD, LLC
		

		
			19000 LIMESTONE COMMERCIAL DR, LLC
		

		
			5501 GROVE BLVD, LLC
		

		
			1600 W. KELLY AVENUE, LLC
		

		
			1919 WELLS RD, LLC
		

		
			7697 WINCHESTER RD, LLC
		

		
			1000 TURTLE CREEK DRIVE LLC
		

		
			2201 PORTER CREEK DR LLC
		

		
			2000 E. SANTA FE LLC
		

		
			301 S TOWN EAST MALL DR LLC
		

		
			621 SW 19TH STREET LLC
		

		
			4200 AMBASSADOR CAFFERY PKWY LLC
		

		
			4405 PHEASANT RIDGE DR LLC
		

		
			6360 RIDGEWOOD COURT DR LLC
		

		
			AT HOME RMS INC.
		

		
			AT HOME PROCUREMENT INC.
		

		
			AT HOME GIFT CARD LLC
		

		
			 
		

		
			 
		

		
			By: /s/ Jeffrey R. Knudson
		

		
			Name:Jeffrey R. Knudson
		

		
			Title:Chief Financial Officer
		

		
			


		 


		

			[At Home Stores – Signature Page to Consent]

		


		

			 

		








		

		
			GUARANTORS (Con’t):
		

		
			 
		

		
			 
		

		
			1376 E. 70TH STREET LLC
		

		
			25 PACE BLVD LLC
		

		
			2780 WILMA RUDOLPH BOULEVARD LLC
		

		
			E. WILLIAMS FIELD RD LLC
		

		
			3000 KIRBY DRIVE LLC
		

		
			3551 S 27TH STREET LLC
		

		
			4833 WATERVIEW MEADOW DR LLC
		

		
			10800 ASSEMBLY PARK DR LLC
		

		
			1050 W. ELLIOTT RD LLC
		

		
			15255 N NORTHSIGHT BLVD LLC
		

		
			1811 MONOCACY BLVD LLC
		

		
			2016 GRAND CYPRESS DR LLC
		

		
			2301 EARL RUDDER FRWY S LLC
		

		
			24340 NORTHWEST FREEWAY LLC
		

		
			2520 MACARTHUR RD LLC
		

		
			300 TANGER OUTLET BLVD LLC
		

		
			3002 FIREWHEEL PARKWAY LLC
		

		
			3015 W 86TH ST LLC
		

		
			361 NEWNAN CROSSING BYPASS LLC
		

		
			4825 MARBURG AVENUE LLC
		

		
			535 PLEASANT GROVE RD LLC
		

		
			5540 STATE HIGHWAY 121 LLC
		

		
			602 US HWY 287 LLC
		

		
			7050 WATTS RD LLC
		

		
			8651 AIRPORT FREEWAY LLC
		

		
			9570 FIELDS ERTEL ROAD LLC
		

		
			 
		

		
			 
		

		
			By: /s/ Jeffrey R. Knudson
		

		
			Name:Jeffrey R. Knudson
		

		
			Title:Chief Financial Officer
		


		 


		

			[At Home Stores – Signature Page to Consent]