On January 18, 2019, Caleres, Inc. and certain of its subsidiaries (Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic International LLC and Vionic Group LLC (collectively with the company, the Borrowers)) entered into a Third Amendment to Fourth Amended and Restated Credit Agreement dated as of January 18, 2019 with a group of lenders named in the Credit Agreement (collectively, the Lenders) and Bank of America, N.A., as administrative agent and collateral agent. The Amendment amended the Fourth Amended and Restated Credit Agreement, dated as of December 18, 2014. The Credit Agreement matures on January 18, 2024. The Credit Agreement provides for senior secured revolving credit facilities in an aggregate amount of up to $500.0 million, subject to the calculated borrowing base restrictions, which may be increased by up to $250.0 million (which may be further increased to account for excess borrowing base), from time to time during the term of the Credit Agreement, subject to the approval of the lenders assuming a portion thereof. Up to $100.0 million of the facilities may be used for the issuance of letters of credit and banker’s acceptances, and up to $50.0 million of the facilities may be used for the making of swingline loans. Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base (the “Loan Cap”), which is based on stated percentages of the sum of eligible accounts receivable, eligible inventory and eligible credit card receivables, less applicable reserves. As of January 5, 2019, the Company had approximately $10.5 million of credit extensions outstanding (including outstanding letters of credit), and approximately $139.5 million available for borrowing, under the Credit Agreement. Interest on borrowings is at variable rates based on the LIBOR rate or the prime rate, as defined in the Credit Agreement, plus a spread based upon the level of “excess availability” under the Credit Agreement (i.e., the excess, if any, of (a) the lesser of the then Loan Cap, over (b) the outstanding credit extensions). The interest rate and fees for letters of credit varies based upon the level of excess availability under the facility. There is an unused line fee payable on the excess availability under the facility and a letter of credit fee payable on the outstanding exposure under letters of credit. The Borrowers’ obligations under the Credit Agreement are guaranteed by each of the Borrowers and are secured by a first priority security interest in all of their respective accounts receivable, inventory and certain other collateral, including all proceeds of such collateral. The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, purchase its stock, make capital expenditures and merge or acquire or sell assets. In addition, certain additional covenants would be triggered if excess availability were to fall below specified levels, including fixed charge coverage ratio requirements. Furthermore, if excess availability falls below the greater of 10.0% of the Loan Cap and $40.0 million for three consecutive business days or an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for thirty (30) consecutive business days) after a cash dominion event has occurred and been discontinued on two (2) occasions in any twelve (12) month period. In the event that the Company has not repaid, repurchased or defeased its outstanding 6.250% Senior Notes due 2023 at least 45 days prior to their maturity, the Lenders will take a reserve for the then outstanding principal amount of such senior notes.