The CIT Group/
Business Credit, Inc.
3rd Floor
000 xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
August 1, 1997
Xxxxxxx Food and Drug Company
000 0xx Xxxxxx X.X.
Xxxxx Xxxxx, XX 00000
Gentlemen:
Reference is made to the Financing Agreement between you and the Lenders party
thereto dated September 7, 1995, as amended from time to time (the "Agreement").
Capitalized terms used herein and defined in the Agreement shall have the same
meanings as set forth therein unless otherwise specifically defined herein.
Effective immediately, pursuant to mutual understanding, the Agreement shall be,
and hereby is, amended as follows:
. Section 1 of the Agreement shall be, and hereby is, amended by deleting the
definition of "INTEREST COVERAGE RATIO" in its entirety and replacing it with
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the following definition of "INTEREST CHARGE COVERAGE RATIO":
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. "INTEREST CHARGE COVERAGE RATIO" shall mean a ratio determined as of the
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relevant calculation date by dividing EBITDA by Interest Expense for the
applicable period, except for the calculation dates subsequent to July 31,
1997, where any interest expense and associated penalties relating to the
Internal Revenue Service's and/or state's adjustment of income taxes due for
the fiscal years ended February 2, 1991, February 1, 1992, January 30, 1993,
and January 29, 1994 shall be excluded from the determination of such ratio.
The amount of interest expense and associated penalties excluded under this
provision shall not exceed $2,000,000.
Except as otherwise hereinabove provided, no other change, amendment, or
modification of any of the terms or provisions of the Agreement is hereby
intended or implied. If the foregoing is in accordance with your understanding,
please sign and return to us the enclosed copy of this letter to so indicate.
THE CIT GROUP/BUSINESS CREDIT, INC.
By /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: Assistant Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President
Read and Agreed to:
XXXXXXX FOOD AND DRUG COMPANY
By /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Title: Senior Vice President and
Chief Financial Officer
