FIFTH AMENDMENT AND CONSENT
---------------------------
FIFTH AMENDMENT AND CONSENT (this "Amendment"), dated as of October 7,
1997, among BIG V HOLDING CORP. ("Holdings"), BV HOLDINGS CORPORATION ("BV
Holdings"), BIG V SUPERMARKETS, INC. (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Banks") and
BANKERS TRUST COMPANY, as Agent (the "Agent"). Unless otherwise defined herein,
all capitalized terms used herein shall have the respective meanings provided
such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
-------------------
WHEREAS, Holdings, BV Holdings, the Borrower, the Banks and the Agent are
parties to an Amended and Restated Credit Agreement, dated as of December 28,
1990, and amended and restated as of November 1, 1993, and further amended and
restated as of December 17, 1993 (as amended, modified or supplemented through
the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions set forth herein, the parties
hereto wish to amend and/or modify the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed:
1. Section 4.02(d) of the Credit Agreement is hereby amended by deleting
the amount "$1,750,000" appearing therein and inserting the amount "$3,600,000"
in lieu thereof.
2. Notwithstanding anything to the contrary contained in Sections 3.02(d)
or 7.02 of the Credit Agreement, the Banks hereby agree that the Borrower may
sell its entire equity interest as a limited partner in Columbia Xxxxxxx Group
L.P. for an amount no less than $1,100,000 in cash to be received at the time of
the closing of such sale, and that the Net Sale Proceeds from such sale shall
not be required to be applied as provided in such Section 3.02(d).
3. In order to induce the Banks to enter into this Amendment, Holdings, BV
Holdings and the Borrower hereby represent and warrant that (x) no Default or
Event of Default exists on the Fifth Amendment Effective Date (as defined
below), both before and after giving effect to this Amendment and (y) all of the
representations and warranties contained in the Credit Documents shall be true
and correct in all respects on the Fifth Amendment Effective Date, both before
and after giving effect to this Amendment with the same effect as though such
representations and warranties had been made on and as of the Fifth Amendment
Effective Date (it being understood that any representation or warranty made as
of a specified date shall be true and correct in all material respects as of
such specific date).
4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
5. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
7. This Amendment shall become effective on the date (the "Fifth
Amendment Effective Date") when Holdings, BV Holdings, the Borrower and the
Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
telecopier) the same to the Agent at its Notice Office.
8. From and after the Fifth Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement after giving
effect to this Amendment.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
BIG V HOLDING CORP.
By /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------------
Title: Executive V.P.
BV HOLDINGS CORPORATION
By /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------------
Title: Executive V.P.
BIG V SUPERMARKETS, INC.
By /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------------
Title: Executive V.P.
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/
-------------------------------
Title: Vice President
BANQUE NATIONALE DE PARIS
By /s/ Xxxxx Xxxxxxxxx
------------------------------
Title: Vice President
By /s/ Xxxxxx Xxxxxx
------------------------------
Title: Assistant Treasurer
BANKERS TRUST (DELAWARE)
By /s/
------------------------------
Title: Vice President
MACKAY XXXXXXX
By
------------------------------
Title:
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
its Agent/Manager
By: /s/ X. Xxxxxxx
-----------------------------
Title: Vice President
BANK POLSKA KASA OPIEKI S.A.
By
-----------------------------
Title:
XXXXXX FINANCIAL, INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Title: Vice President
PAMCO CAYMAN, LTD.
By: Protective Asset Management
Company, as Collateral Manager
By: /s/ Xxxx X. Xxxxx
-----------------------------
Title: Executive Vice President
