10-Q Exhibit 10.1 FIRST AMENDMENT dated as of June 30, 1999, to the Credit Agreement dated as of April 15, 1998 as amended and restated as of October 19, 1998 (as further amended or otherwise modified, the "Credit Agreement"), among ADVANCE HOLDING...
EXECUTION COPY
10-Q Exhibit 10.1
FIRST AMENDMENT dated as of June 30, 1999, to the Credit
Agreement dated as of April 15, 1998 as amended and restated as
of October 19, 1998 (as further amended or otherwise modified,
the "Credit Agreement"), among ADVANCE HOLDING CORPORATION,
ADVANCE STORES COMPANY, INCORPORATED, the Lenders party thereto
and THE CHASE MANHATTAN BANK, as Administrative Agent.
WHEREAS, the Borrower (such term and each other capitalized term used
but not defined herein having the meanings assigned to such terms in the Credit
Agreement) has requested that the Lenders approve an amendment to the Credit
Agreement; and
WHEREAS, the undersigned Lenders are willing, on the terms and subject
to the conditions set forth herein, to approve such amendments;
NOW, THEREFORE, in consideration of these premises, the Borrower and
the undersigned Lenders hereby agree as follows:
SECTION 1. Amendments.
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(a) Section 1.01 of the Credit Agreement is hereby amended by deleting
"(a) the Vehicle Subsidiary or (b)" in the definition of "Subsidiary Loan
Party".
(b) Section 6.16(b) of the Credit Agreement is hereby amended by
inserting, immediately following the phrase "including tax liabilities," in
the second parenthetical of the second sentence thereof, the phrase "the
Guarantee of the Subordinated Debt by the Vehicle Subsidiary to the extent
permitted by clause (v) of Section 6.01(a), Indebtedness created under the
Loan Documents,".
SECTION 2. Representations and Warranties. The Borrower represents
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and warrants to each of the Lenders that, after giving effect to the amendments
contemplated hereby, (a) the representations and warranties of each Loan Party
set forth in the Loan Documents are true and correct in all material respects on
and as of the date of this Amendment, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and
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correct in all material respects as of the earlier date) and (b) no Default has
occurred and is continuing.
SECTION 3. Effectiveness. This Amendment shall be deemed to be
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effective as of June 30, 1999 on the date (the "Amendment Effective Date") when
the following conditions have been met:
(a) the Administrative Agent (or its counsel) shall have received
copies hereof that, when taken together, bear the signatures of the
Borrower, Holdings and the Required Lenders; and
(b) the requirements of Section 5.12 shall have been met with respect
to the Vehicle Subsidiary (as though it were a new Subsidiary).
SECTION 4. Applicable Law. This Amendment shall be construed in
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accordance with and governed by the law of the State of New York.
SECTION 5. No Other Amendments. Except as expressly set forth
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herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any party
under the Credit Agreement, nor alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. This Amendment shall apply and be
effective only with respect to the provisions of the Credit Agreement
specifically referred to herein.
SECTION 6. Counterparts. This Amendment may be executed in two or
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more counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 7. Headings. Section headings used herein are for
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convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
SECTION 8. Expenses. The Borrower shall reimburse the Administrative
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Agent for its reasonable out-of-pocket expenses incurred in connection with this
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Amendment, including the reasonable fees and expenses of Cravath, Swaine &
Xxxxx, counsel for the Administrative Agent.
IN WITNESS WHEREOF, Holdings, the Borrower and the undersigned Lenders
have caused this Amendment to be duly executed by their duly authorized
officers, all as of the date first above written.
ADVANCE HOLDING CORPORATION,
by
/s/ J. O'Xxxx Xxxxxxxx
-------------------------------------
Name: J. O'Xxxx Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
ADVANCE STORES COMPANY,
by
/s/ J. O'Xxxx Xxxxxxxx
-------------------------------------
Name: J. O'Xxxx Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK,
by
/s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution BankBoston, N.A.
by
/s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Branch Banking & Trust Company
by
/s/ Xxxx Xxxxx
------------------------
Name: Xxxx Xxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution The CIT Group/Business Credit, Inc.
by
/s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: SVP
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Credit Lyonnais NY Branch
by
/s/
-------------------------
Name:
Title: SVP
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Crestar Bank
by
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice
President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution DLJ Capital Funding, Inc.
by
/s/ Xxxx Xxxxx
--------------------------
Name: Xxxx Xxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Xxxxx Xxxxx Senior Income Trust
By: Xxxxx Xxxxx Management
as Investment Advisor
by
/s/ Payson X. Xxxxxxxxx
--------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Erste Bank
by
/s/ Xxxx Xxxxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
by
/s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: First Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Firstar Bank, N.A.
by
/s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution First Union National Bank
by
/s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice
President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Imperial Bank
by
/s/ Xxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio
Advisor
by
/s/ Xxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio
Advisor
by
/s/ Xxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution ING High Income Principal
Preservation Fund Holdings, LDC
By: ING Capital Advisors LLC
as Investment Advisor
by
/s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution KZH CYPRESSTREE-1 LLC
by
/s/ Xxxxx Xxxx
--------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution KZH ING-2 LLC
by
/s/ Xxxxx Xxxx
--------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution National Bank of Canada
by
/s/ Xxxxxxx X. X'Xxxxxx
--------------------------
Name: Xxxxxxx X. X'Xxxxxx
Title: VP & Manager
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Norse CBO, Ltd.
by
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
by
/s/ Payson X. Xxxxxxxxx
--------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Summit Bank
by
/s/ Xxxxx Xxxxxxxx
--------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Transamerica Business Credit
Corporation
by
/s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice
President
4
SIGNATURE PAGE TO THE FIRST AMENDMENT DATED
AS OF JUNE 30, 1999, AMONG ADVANCE HOLDING
CORPORATION, ADVANCE STORES COMPANY,
INCORPORATED, THE LENDERS, and THE CHASE
MANHATTAN BANK, as administrative agent
Name of Institution Union Bank of California, N.A.
by
/s/ J. Xxxxxxx Xxxxxx
--------------------------
Name: J. Xxxxxxx Xxxxxx
Title: Vice President
