EXHIBIT NO. 10.4
EIGHTH AMENDMENT TO CREDIT AGREEMENT
EIGHTH AMENDMENT (this "Amendment"), dated as of November 1, 1996,
among Pueblo Xtra International, Inc. ("PXI"), Pueblo International, Inc.
("Pueblo"), Xtra Super Food Centers, Inc. ("Xtra"), the Banks party to the
Credit Agreement referred to below, The Chase Manhattan Bank, N.A. and
Scotiabank de Puerto Rico ("Scotiabank"), as Managing Agents, and Scotiabank, as
Administrative Agent. All capitalized terms defined in the Credit Agreement
shall have the same meaning when used herein unless otherwise defined herein.
W I T N E S S E T H :
WHEREAS, PXI, Pueblo, Xtra, the Banks, the Managing Agents and the
Administrative Agent have entered into the Credit Agreement dated as of July 21,
1993 and amended by the First Amendment thereto dated as of August 2, 1993, the
Second Amendment thereto dated as of December 15, 1993, the Third Amendment
thereto dated as of January 31, 1994, the Fourth Amendment thereto dated as of
April 8, 1994, the Fifth Amendment thereto dated as of August 11, 1995, the
Sixth Amendment thereto dated as of November 3, 1995 and the Seventh Amendment
thereto dated as of January 26, 1996 (as so amended, the "Credit Agreement");
WHEREAS, the parties to this Amendment wish to amend the Credit
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. On the Amendment Effective Date, Section 8.09 of the Credit
Agreement shall be amended by (i) deleting the amount "$58,400,000" set forth
opposite "November 2, 1996" in the chart therein and (ii) inserting in lieu
thereof the amount "$53,500,000".
2. On the Amendment Effective Date, Section 8.11 of the Credit
Agreement shall be amended by (i) deleting the ratio "2.05" set forth opposite
"November 2, 1996" in the chart therein and (ii) inserting in lieu thereof the
ratio "1.85".
3. On the Amendment Effective Date, Section 8.12 of the Credit
Agreement shall be amended by (i) deleting the amount "5.00:1" set forth
opposite "November 2, 1996" in the chart therein and (ii) inserting in lieu
thereof the amount "5.70:1".
4. On the Amendment Effective Date, Section 8.14 of the Credit
Agreement shall be amended by (i) deleting the amount "$42,300,000" set forth
opposite "November 2, 1996" in the chart therein and (ii) inserting in lieu
thereof the amount "$40,500,000".
EXHIBIT NO. 10.4 (CONT.)
5. On the Amendment Effective Date, Section 3.03 shall be amended by
adding the following new subsections (g) and (h) thereto:
"(g) On December 13, 1996, the Total Revolving Commitment shall
be reduced to $39,319,781.50, comprised of $16,000,000 in loans and
$23,319,781.50 in letters of credit. Notwithstanding any other
provision of this Agreement, any unutilized portion as of December 13,
1996 of the Total Revolving Commitment, as so reduced, may only be
utilized thereafter by issuance of a Bank Letter of Credit for the
benefit of Topco Associates Inc. (Cooperative). In connection with the
reduction described in this clause (g), the Revolving Commitment of
each RC Bank shall be reduced PRO RATA based on the relationship such
RC Bank's Revolving Commitment bears to the Total Revolving Commitment
and Schedule I hereto shall be deemed amended accordingly.
(h) Notwithstanding any other provision of this Agreement, from
and after December 13, 1996:
(i) any principal amount repaid in respect of the Revolving Loans
may not be reborrowed and upon each such repayment (x) the amount
of the Total Revolving Commitment shall be automatically and
permanently reduced by the amount of such repayment and (y) the
Revolving Commitment of each RC Bank shall be automatically and
permanently reduced PRO RATA based on the relationship such RC
Bank's Revolving Commitment bears to the Total Revolving
Commitment and Schedule I hereto shall be deemed amended
accordingly; and
(ii) each Bank Letter of Credit outstanding thereafter shall
terminate on the expiration date set forth in such Bank Letter of
Credit and may not be extended, replaced or renewed and (x) the
amount of the Total Revolving Commitment shall be automatically
and permanently reduced by the stated amount of such expired Bank
Letter of Credit and (y) the Revolving Commitment of each RC Bank
shall be automatically and permanently reduced PRO RATA based on
the relationship such RC Bank's Revolving Commitment bears to the
Total Revolving Commitment and Schedule I hereto shall be deemed
amended accordingly."
6. In order to induce the Banks to enter into this Amendment, each of
PXI, Pueblo and Xtra hereby represents and warrants that (i) no Default or Event
of Default exists on the Amendment Effective Date before (except for Defaults or
Events of Default arising pursuant to Sections 8.09, 8.11, 8.12 and 8.14 of the
Credit Agreement) or after giving effect to this Amendment and (ii) each of the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects on the Amendment Effective Date both before and
after giving effect to this Amendment.
7. This Amendment shall become effective as of November 1, 1996 on the
date (the "Amendment Effective Date") on which PXI, Pueblo, Xtra and the
Required Banks shall have executed a counterpart hereof and shall have delivered
same to the Administrative Agent, including by way of telecopier.
EXHIBIT NO. 10.4 (CONT.)
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
9. The amendments set forth herein are limited precisely as written and
shall not be deemed to be an amendment, consent, waiver or modification of any
other term or condition of the Credit Agreement or any of the instruments or
agreements referred to therein, or prejudice any right or rights which the
Administrative Agent or the Banks may now have or may have in the future under
or in connection with the Credit Agreement, or any of the instruments or
agreements referred to therein. Except as expressly modified hereby, the terms
and provisions of the Credit Agreement shall continue in full force and effect.
10. This Amendment may be executed in two or more counterparts which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
11. From and after the Amendment Effective Date, all references in the
Credit Agreement and each of the Credit Documents to the Credit Agreement shall
be deemed to be references to such Credit Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.
PUEBLO XTRA INTERNATIONAL, INC.
By /S/ XXXXXXX X. XXXXXXXX
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: EVP and CFO
PUEBLO INTERNATIONAL, INC.
By /S/ XXXXXXX X. XXXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: EVP and CFO
XTRA SUPER FOOD CENTERS, INC.
By /S/ XXXXXXX X. XXXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: EVP and CFO
EXHIBIT NO. 10.4 (CONT.)
SCOTIABANK DE PUERTO RICO,
as Administrative Agent,
a Managing Agent and a Bank
By /S/ XXXX XXXXXX
-----------------------------------
Name: Xxxx Xxxxxx
Title: President
THE CHASE MANHATTAN BANK, N.A.,
As a Managing Agent and a Bank
By /S/ XXXXX XXXXX XXXXX
-----------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Second Vice President
THE BANK OF NOVA SCOTIA
By /S/ XXXX XXXXXX
-----------------------------------
Name: Xxxx Xxxxxx
Title: President
BANCO POPULAR DE PUERTO RICO
By
-----------------------------------
Name:
Title:
BANCO SANTANDER PUERTO RICO
By
-----------------------------------
Name:
Title:
EXHIBIT NO. 10.4 (CONT.)
THE FIRST NATIONAL BANK
OF BOSTON
By /S/ XXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NATIONAL CITY BANK
By
-----------------------------------
Name:
Title:
NATIONSBANK
By
-----------------------------------
Name:
Title:
CITIBANK, N.A.
By
-----------------------------------
Name:
Title:
