EXHIBIT 10.1
LETTER AMENDMENT
Dated as of February 18, 1998
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders")
parties to the Credit Agreement
referred to below and to Fleet National Bank,
as administrative agent (the "Administrative Agent")
for the Lenders
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement dated as
of July 3, 1997 (the "Credit Agreement") among the undersigned, CT Holding,
Inc., a Delaware corporation ("Holding"), and you. Capitalized terms not
otherwise defined in this Letter Amendment have the same meanings as specified
in the Credit Agreement.
The Credit Agreement, the Security Agreement and the Pledge
Agreement are, effective of the date of this Letter Amendment, hereby amended as
follows:
(a) The following definitions are hereby added to Section 1.01
of the Credit Agreement in the correct alphabetical order:
"Bank Hedge Agreement" means any interest rate Hedge Agreement
required or permitted under Article V that is entered into by and
between the Borrower and any Hedge Bank.
"Hedge Bank" means any Lender party or any of its Affiliates
in its capacity as a party to a Bank Hedge Agreement."
(b) The definition of "Secured Parties" in Section 1.01 of the
Credit Agreement is hereby amended by adding at the end thereof "and the Hedge
Banks".
(c) The definition of "Loan Documents" in Section 1.01 of the
Credit Agreement is hereby amended by adding at the end of clause (b) therein
the phrase "and (vi) each Bank Hedge Agreement".
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(d) Section 5.02(b)(ii) of the Credit Agreement is hereby
amended in full to read as follows:
"(ii) in the case of the Borrower and its Subsidiaries, (A)
the Permanent Debt in an aggregate principal amount not to exceed
$115,000,000 and (B) Debt in respect of Hedge Agreements designed to
hedge against fluctuations in interest rates incurred in the ordinary
course of business and consistent with prudent business practice in an
aggregate notional amount not to exceed $48,500,000 at any time
outstanding.
(e) Section 5.02(f)(iv) of the Credit Agreement is hereby
amended in full to read as follows:
"(iv) (A) Investments consisting of intercompany Debt
permitted under Section 5.02(b)(iii) and (B) Investments by the
Borrower in Hedge Agreements permitted under Section 5.02(b)(ii)(B)".
(f) Section 7.01 of the Credit Agreement is hereby amended by
replacing the first sentence thereof in its entirety to read as follows:
"Each Lender Party (in its capacities as a Lender, the Swing
Line Bank (if applicable), the Issuing Bank (if applicable) and a
potential Hedge Bank) hereby appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such
powers and discretion under this Agreement and the other Loan Documents
as are delegated to the Administrative Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably
incidental thereto.
(g) Sections 1, 2 and 3 of the Security Agreement are hereby
amended by replacing each reference therein to "Lender Parties" with "Secured
Parties".
(h) Sections 1 and 2 of the Pledge Agreement are hereby
amended by replacing each reference therein to "Lender Parties" with "Secured
Parties".
This Letter Amendment shall become effective as of the date
first above written when, and only when, the Administrative Agent shall have
received counterparts of this Letter Amendment executed by us, Holding and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender as executed this Letter Amendment, and the
Loan Party Consent attached hereto by Country General, Inc. This Letter
Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, (x)
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import
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referring to the Credit Agreement, and each reference in the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Letter Amendment, (y) each reference in the
Security Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Security Agreement, and each reference in the other Loan
Documents to "the Security Agreement", "thereunder", "thereof" or words of like
import referring to the Security Agreement, shall mean and be a reference to the
Security Agreement, as amended by this Letter Amendment and (z) each reference
in the Pledge Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Pledge Agreement, and each reference in the other
Loan Documents to "the Pledge Agreement", "thereunder", "thereof" or words of
like import referring to the Pledge Agreement, shall mean and to be reference to
the Pledge Agreement, as amended by this Letter Agreement.
The Credit Agreement, as specifically amended by this Letter
Amendment, and the Notes and each of the other Loan Documents are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents. The execution, delivery and effectiveness of this Letter Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under any of
the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
If you agree to the terms and provision of this Letter
Amendment, please evidence such agreement by executing and returning at least
two counterparts of this Letter Amendment to Xxxxxx Xxxxxxxx, Xxxxxxxx &
Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
This Letter Amendment 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 Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Letter
Amendment.
This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
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Very truly yours,
CENTRAL TRACTOR FARM & COUNTRY, INC.
By /s/ Xxxxx X. Xxxxx
Title: CFO - Senior Vice President
CT HOLDING, INC.
By /s/ Xxxx Xxxxxxxxxx
Title: Exec. Vice President
Agreed as of the date first above written:
FLEET NATIONAL BANK,
as Administrative Agent, Issuing Bank and as Lender
By /s/ Xxxxxxx Xxxxxx
Title: AVP
NATIONSBANK, N.A.
By /s/ Xxxxxx Xxxxxx
Title: Vice President
DLJ CAPITAL FUNDING, INC.
By______________________________
Title:
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XXXXXX FINANCIAL, INC.
By:_____________________________
Title:
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxx
Title: Senior Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By /s/ Xxxxxxxx Xxxxxxxx
Title: Director
KEYBANK NATIONAL ASSOCIATION
By /s/ Alex Strazella
Title: Vice President
NATIONSBANK, N.A.
By ______________________
Title:
XXXXXX TRUST & SAVINGS BANK
By /s/ Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
LASALLE NATIONAL BANK
By /s/ A. Xxxxxx Xxxxx
Title: Loan Officer
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FIRST BANK NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxxx
Title: Vice President
BANK ONE, ILLINOIS, NA
By /s/ Xxxxxx X. Xxxxxx
Title: Asst. Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
Title: Sr. Vice Pres. & Director
XXXXXX FINANCIAL, INC.
By________________________
Title:
LOAN PARTY CONSENT
Dated as of February 18, 1998
The undersigned, Country General, Inc., a Delaware Corporation, as a
Loan Party under the Loan Documents referred to in the Credit Agreement dated as
of July 3, 1997 (the "Credit Agreement"), among Central Tractor Farm & Country,
Inc., CT Holding, Inc., the banks and other financial institutions party thereto
and Fleet National Bank as administrative agent hereby consents to the foregoing
Letter Amendment and agrees that (a) notwithstanding the effectiveness of such
Letter Amendment, each of the Loan Documents to which the undersigned is a party
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects and (b) the Security Agreement (as defined in the
Credit Agreement) and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Secured Obligations (as defined
therein).
COUNTRY GENERAL, INC.
By /s/ Xxxxx X. Xxxxx
Title: Senior Vice President - CFO
