EX-10.27





 Exhibit 10.27 

EXECUTION 
 AMENDMENT NO. 4 TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT 
  
 This AMENDMENT NO. 4 TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 26, 2019 (this “Amendment” or sometimes referred to herein as “Amendment No. 4”), is entered into by and among Wells Fargo Bank, National Association, a
national banking association, in its capacity as agent (in such capacity, together with its successors and assigns, “Administrative Agent”) pursuant to the Credit Agreement (as defined below) for the Lenders (as defined below), the
parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) party hereto, Stein Mart, Inc., a Florida corporation (“Stein Mart” or the “Lead
Borrower”), and Stein Mart Buying Corp., a Florida corporation (“Buying Corp.”, and together with Stein Mart, each individually a “Borrower” and collectively, “Borrowers”), and the obligors
party thereto as guarantors (each individually a “Guarantor” and collectively, “Guarantors”). 
 W I
T N E S S E T H : 
 WHEREAS, Administrative Agent, Lenders, Borrowers and
Guarantors have entered into financing arrangements pursuant to which Lenders (or Administrative Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Second
Amended and Restated Credit Agreement, dated as of February 3, 2015, by and among Administrative Agent, Lenders, Borrowers and Guarantors, as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of February 19,
2018, Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of March 14, 2018, and Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of September 18, 2018 (as the same now exists and is amended
and supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Credit Agreement”) and the other Loan Documents; 

WHEREAS, Lead Borrower has requested that Administrative Agent and Lenders modify certain provisions of the Credit Agreement and
Administrative Agent and Lenders are willing to agree to such modifications on the terms and subject to the conditions set forth herein; 

WHEREAS, by this Amendment, Administrative Agent, Lenders and Borrowers desire and intend to make certain amendments to the Credit
Agreement; 
 NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1.    Definitions. 

(a)    Additional Definitions. The Credit Agreement and the other Loan Documents shall be deemed and are
hereby amended to include, in addition and not in limitation, the following definitions: 

(i)    “Amendment No. 4” means Amendment No. 4 to Second Amended and
Restated Credit Agreement, dated as of February 26, 2019, by and among the Administrative Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.













 (ii)    “Amendment No. 4 Effective Date” means
the date that all of the conditions set forth in Section 4 below are satisfied. 

(iii)    “Specified Capitalized Lease” shall mean, collectively, (i) that certain Master LED
Lighting Installation Agreement to be entered on or after the Amendment No. 4 Effective Date, for approximately 180 stores to be installed and under lease in 2019 (the “Installment Agreement”) and (ii) that certain Master Lease
Agreement to be entered in connection with the Installment Agreement; copies of which will be delivered to Administrative Agent, promptly upon execution thereof. 

(b)    Amendments to Definitions. 

(i)    The definition of “Capital Expenditures” set forth in the Credit Agreement is hereby deleted in its
entirety and replaced with the following: 
 “‘Capital Expenditures’ means, with respect to any Person
for any period, (a) all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance which
are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, plus
(b) Capital Lease Obligations incurred by a Person during such period, less (c) any tenant allowances actually received by the Borrowers from any of its landlords in connection with the preceding clauses (a) or (b); provided, that,
for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, notwithstanding that GAAP may require that the aggregate amount payable over the course of the Specified Capital Lease be included as a Capitalized Lease Obligation in the
period in which such Specified Capital Lease is executed, only the monthly payments in respect of the Specified Capitalized Lease (including, without limitation, the monthly lease payments, fees and taxes) due and payable during the applicable
Measurement Period shall be included as a Capitalized Lease Obligation.” 
 (ii)    Clause (c)(ii) the
definition of “Permitted Indebtedness” set forth in the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“(ii) the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed, at any
time outstanding, the sum of(A) $10,000,000 plus (B) the aggregate amount payable by Borrower in respect of the Specified Capitalized Lease and further provided that, if requested by the Administrative Agent, the Loan Parties shall cause
the holders of such Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Administrative Agent; 

(c)    Interpretation. For purposes of this Amendment, all terms used herein which are not otherwise defined
herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement. 

2.    Representations and Warranties. Borrowers each represent and warrant with and to the Administrative
Agent and each Lender on the Amendment No. 4 Effective Date as follows: 
 (a)    After giving effect to this
Amendment, no Default or Event of Default exists or has occurred and is continuing as of the date of this Amendment; 

  
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 (b)    this Amendment has been duly authorized, executed and
delivered by all necessary action on the part of Borrowers and the other Loan Parties and, if necessary, their respective equity holders and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of
Borrowers and the other Loan Parties contained herein and therein constitute legal, valid and binding obligations of Borrowers and the other Loan Parties, enforceable against Borrowers and the other Loan Parties in accordance with their terms,
except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought; 

(c)    the execution, delivery and performance of this Amendment (i) are within each Borrower’s and
Guarantor’s corporate or limited liability company powers and (ii) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation or formation, operating agreement, by laws,
or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or other Loan Party is a party or by which any Borrower or other Loan Party or its property are bound; and 

(d)    all of the representations and warranties set forth in the Credit Agreement and the other Loan Documents, each
as amended hereby, are true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation
or warranty shall have been true and correct as of such date. 
 3.    Consent to Amendment to Term Loan Credit
Agreement. Administrative Agent and Lenders hereby consent to the Third Amendment to Term Credit Agreement, as required by Section 5.2(b)(5) of the Intercreditor Agreement, such consent being conditioned on the changes to the Term Credit
Agreement (in respect of the calculation of the Fixed Charge Coverage Ratio, and the definition of Capital Expenditures) being the same as those set forth in this Amendment No. 4. 

4.    Amendment No. 4 Effective Date. This Amendment shall become effective as of the date on which each of
the following conditions has been satisfied, as determined by Administrative Agent in its sole discretion: 

(a)    this Amendment shall have been duly executed by each party hereto; and 

(b)    Administrative Agent shall have received, in form and substance satisfactory to it, Term Loan Agent’s
consent to the amendments set forth in Amendment No. 4, as required by Section 5.2(a)(7) of the Intercreditor Agreement, duly authorized, executed and delivered by Term Loan Agent on behalf of itself and the Term Loan Lenders; 

(c)    Administrative Agent shall have received, in form and substance satisfactory to it, an executed copy of the
Third Amendment to Term Loan Credit Agreement, duly authorized, executed and delivered by Term Loan Agent, Term Loan Lenders, Borrowers and Guarantors; and 

(d)    as of the date of this Amendment and after giving effect thereto, no Default or Event of Default shall exist
or have occurred and be continuing. 

  
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 5.    Release. 

(a)    In consideration of the agreements of Administrative Agent and Lenders contained herein, and the continued
making of the loans, advances and other accommodations by Lenders to Borrowers pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf
of itself and its successors, assigns, and other legal representatives, hereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, LC Issuer and each Lender, and its and
their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Administrative Agent, LC Issuer,
Lenders and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies,
agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set -off, demands and liabilities whatsoever (individually, a “Claim” and collectively,
“Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives and their respective successors and assigns may
now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment No. 4, for or on
account of, or in relation to, or in any way in connection with the Credit Agreement, as amended and supplemented through the date hereof, and the other Loan Documents. 

(b)    Each Loan Party acknowledges and agrees that the release set forth above may be pleaded as a full and complete
defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. 

(c)    Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted
or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above. 

(d)    Each Loan Party represents and warrants that each such Person is the sole and lawful owner of all right, title
and interest in and to all of the claims released hereby and each such Person has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person any such claim or any portion
thereof. 
 (e)     Nothing contained herein shall constitute an admission of liability with respect to any Claim
on the part of any Releasee. 
 (f)     Each Loan Party, on behalf of itself and its successors, assigns, and other
legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis
of any Claim released, remised and discharged by any Loan Party pursuant to Section S(a) hereof. If any Loan Party violates the foregoing covenant, Borrowers, jointly and severally agree to pay, in addition to such other damages as any Releasee may
sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. 

6.    Effect of this Amendment No. 4. Except as expressly set forth herein, no other consents, amendments,
changes or modifications to the Loan Documents are intended or implied hereby, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof and Borrowers
and the other Loan Parties shall not be entitled to any other or further consent by virtue of the provisions of this Amendment or with respect to the subject matter of this Amendment. To the extent of conflict between the terms of this Amendment and
the other Loan Documents, the terms of this Amendment shall control. The Credit Agreement and this Amendment shall be read and construed as one agreement. 

  
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 7.    Governing Law. The validity, interpretation and
enforcement of this Amendment and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of
conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. 

8.    Binding Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns. 
 9.    Further Assurances. Borrowers and other Loan
Parties shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent to effectuate the provisions and purposes of this Amendment. 

10.    Entire Agreement. This Amendment and the other Loan Documents represent the entire agreement and
understanding concerning the subject matter hereof and thereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and
contracts concerning the subject matter hereof and thereof, whether oral or written. 
 11.    Headings.
The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment. 

12.    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an
original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall have the same force and effect as delivery
of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart of this Amendment,
but the failure to do so shall not affect the validity, enforceability, and binding effect of this Amendment. 
 [REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered as of the day and year first above written. 
  

			
	BORROWERS:
	
	 STEIN MART, INC.

		
	By:	 	 /s/ James B. Brown

	Name:	 	 James B. Brown

	Title:	 	 CFO

	
	 STEIN MART BUYING CORP.

		
	By:	 	 /s/ James B. Brown

	Name:	 	 James B. Brown

	Title:	 	 Director

	
	 GUARANTORS:

	
	 STEIN MART HOLDING CORP.

		
	By:	 	 /s/ James B. Brown

	Name:	 	 James B. Brown

	Title:	 	 Director

	
	AGENT AND LENDERS:
	
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, as the Administrative Agent, a
 Lender,
LC Issuer and Swing Line Lender

		
	By:	 	 
	Name:	 	 
	 Its Authorized Signatory



 Signature Page – Amendment No. 4 Second 

Amended & Restated Credit Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered as of the day and year first above written. 
  

			
	BORROWERS:
	
	 STEIN MART, INC.

		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	 STEIN MART BUYING CORP.

		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	 GUARANTORS:

	
	 STEIN MART HOLDING CORP.

		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	AGENT AND LENDERS:
	
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, as the Administrative Agent, a
 Lender,
LC Issuer and Swing Line Lender

		
	By:	 	 /s/ Jason P. Shanahan

	Name:	 	 Jason P. Shanahan

	 Its Authorized Signatory



 Signature Page – Amendment No. 4 Second 

Amended & Restated Credit Agreement