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1
Execution
 
Version
FOURTH
 
AMENDMENT
 
TO CREDIT
AGREEMENT
THIS
 
FOURTH
 
AMENDMENT
 
TO
 
CREDIT
 
AGREEMENT
 
(this "Amendment
 
"),
dated
 
as
 
of
 
April
 
25,
 
2024,
 
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,
 
as agent
 
on 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.
W I T
 
N E S S
 
E T H
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 by 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, that
 
certain Third
Amendment
 
to Credit Agreement, dated
 
as
 
of
 
October
 
24,
 
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
 
to
 
make
 
such
 
amendments
 
to
the
Credit Agreement, in
 
accordance with and subject to the terms and conditions
 
set forth herein.
NOW,
 
THEREFORE
, in
 
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
 
I
AMENDMENTS
 
TO CREDIT
 
AGREEMENT
1.1
 
Amendment
 
to Definition
 
of Minimum
 
EBITDAR
 
Coverage
 
Ratio
.
 
The
definition of Minimum
 
EBITDAR
 
Coverage Ratio
 
set forth in Section
 
1.01 of the Credit
Agreement
 
is hereby
amended and restated in
 
its entirety
 
to
 
read as
 
follows:
"Minimum EBITDAR Coverage Ratio"
 
means, as of the end of any Fiscal
 
Quarter,
the ratio
 
of
 
(i) EBITDAR for the four-Fiscal
 
Quarter period then ended,
 
minus
 
(a) Taxe
 
s
paid
 
in
Cash for such
 
four-Fiscal
 
Quarter period, plus (b) following the
 
date
 
the financial
statements
 
are
 
delivered pursuant
 
to Section
 
5.01 for the Fiscal
 
Quarter ended July
 
29,2023
and without
 
duplication
 
of any amounts set forth
 
in clause (b)(ii) of the definition
 
of
EBITDAR,
 
the amount
of income tax returns anticipated by the Borrower
 
in good faith
 
to be
received from
 
the Internal
 
Revenue
 
Service after August
 
1, 2023 in
 
connection with taxes
paid
 
during the 2021 Fiscal
 
Year
(the "Income
 
Tax
 
Receivables");
 
provided, that
 
(A) the
amount
 
added
 
back pursuant to this
clause (b) shall not exceed the lesser of (x) $5,325,000
and
 
(y) the actual amount of Income
 
Tax
Receivables
 
received from the Internal
 
Revenue
Service
 
and
 
(B) the
 
addback set forth in
 
this clause
 
(b) shall no longer be available
 
from and
after the earlier
 
of (I) receipt
 
by the Borrower
of any Income
 
Tax Receivable
s
from
 
the
2
Internal Revenue
 
Service and
 
(II) any
 
reporting period
 
following
 
the end of the second Fiscal
Quarter of 2024, to
 
(ii) the Fixed Charges
 
for
 
such four
 
Fiscal Quarte
r
period.
 
 
 
 
 
 
 
 
 
2
ARTICLE
 
II
CONDITIONS
 
TO EFFECTIVENESS
This
 
Amendment
 
shall
 
become effective
 
as
 
of
 
the
 
day
 
and
 
year
 
set
 
forth
 
above
 
(the
''Fourth Amendment
 
Effective Date") when the Agent
 
shall have received
 
a copy of this
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
 
Fourth
 
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.
 
Except
 
as specifically
 
amended
 
hereby
 
or
otherwise
 
agreed, the
 
Credit Agreement
 
is
 
hereby,
 
ratified
 
and
 
confirmed
 
and
 
shall
 
remain in
full
 
force
 
and
 
effect
 
according
 
to
its
 
terms.
3.2
Reaffirmation
 
of
 
Obligations.
 
The Borrower
 
hereby
 
ratifies
 
the
 
Credit
Agreement
 
as amended
 
by this
 
Amendment
 
and
 
acknowledges
 
and
 
reaffirms
 
(a) that
 
it is
bound
 
by
 
all terms
 
of the
 
Credit Agreement
 
as so amended
 
applicable to it and
 
(b) that it 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
 
in
 
counterparts
(and
 
by 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
 
of an executed
 
counterpart
 
to this
 
Amendment
 
by telecopy
 
or other
electronic
 
means
 
shall be
 
effective
 
as an original
 
and
 
shall
 
constitute
 
a representation
 
that an
original will
 
be
 
delivered.
3.7
No Actions,
 
Claims. Etc.
 
As
 
of
 
the
 
date
 
hereof,
 
the
 
Borrower
 
hereby
acknowledges
 
and confirms
 
that
 
it has
 
no knowledge
 
of 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
 
or the Banks'
 
respective
 
officers,
 
employees,
 
representatives,
agents,
 
counsel or
 
directors
arising from any
 
action by
 
such
 
Persons,
 
or failure
 
of such Persons
to act under
 
the Credit
 
Agreement
on or
 
prior to
 
the date hereof.
3.8
NORTH
 
CAROLINA
 
LAW
 
.
 
THIS AMENDMENT
 
SHALL BE
3
CONSTRUED
 
IN
 
ACCORDANCE
 
WITH
 
AND
 
GOVERNED
 
BY
 
THE
 
LAW
 
OF
 
THE
STATE
 
OF
 
NORTH
 
CAROLINA.
 
 
 
4
3.9
Successors
 
and
 
Assigns.
 
This
 
Amendment
 
shall
 
be
 
binding
 
upon
 
and
 
inure
 
to
the benefit of the parties
 
hereto and their
 
respective
 
successors
 
and assigns.
3.10
Expenses.
 
Notwithstanding
 
the
 
provisions
 
of
 
Section
 
9.03
 
of the
 
Credit
Agreement,
 
each
 
party
 
hereto agrees
 
that
 
it
 
shall
 
be
 
responsible
 
for
 
its
 
own
 
expenses
 
in
connection
 
with
 
this Amendment;
provided
however
 
the
 
Borrower
 
shall pay
 
fees and
disbursements
 
of outside
 
counsel
 
for the Agent
 
in connection
 
with the preparation
 
of this
Amendment
 
in the amount
 
of $3,000.
3.11
Consent
 
to Jurisdiction:
 
Service of Process;
 
Waiver
 
of .Jury
 
Trial.
 
The
jurisdiction,
 
service of process
 
and waiver of jury trial provis1ons
 
set forth in Section 9.16 of the
Credit Agreement
are hereby
 
incorporated
 
by reference,
mutatis mutandis.
[REMAINDER
 
OF
 
PAGE INTENTIONALLY LEFT
 
BLANK]
exhibit101p6i0
5
IN WITNESS WHEREOF
 
the parties hereto have caused
 
this Amendment to be duly executed
on
the date first above written.
BORROWER:
6
THE
7
'
CATO
8
CORPORATION
By:
Executive Vice President and
 
Chief Financial Officer
'
exhibit101p10i0
 
9
AGENT
 
AND
 
BANKS:
10
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Agent, Issuing Bank and
 
as a Bank
By:
Name: Brad
 
D. Bostick: Title: Senior Vice President