Exhibit 4.32
EIGHTH AMENDMENT
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EIGHTH AMENDMENT (this "Amendment"), dated as of October 21, 1998,
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 :
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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 further amended, modified or
supplemented to, but not including, the date hereof, the "Credit Agreement");
and
WHEREAS, subject to the terms and conditions set forth herein, the
parties hereto agree as follows;
NOW, THEREFORE, it is agreed:
1. Section 2.01 of the Credit Agreement is hereby amended by
inserting the following new clause (g) at the end thereof:
"(g) In the event the Borrower has not repaid all Loans, Notes, Unpaid
Drawings (in each case together with interest thereon), Fees and all other
Obligations under the Credit Agreement, and the Total Commitment and all Letters
of Credit have not been terminated on or prior to January 15, 1999, the Borrower
agrees to pay to the Agent for distribution to each Bank, a fee equal to 1/4 of
1% of the sum of such Bank's (A) then outstanding Original Term Loans, (B) then
outstanding New Term Loans and (C) Revolving Loan Commitment at such time (or
after the termination thereof, the sum of such Bank's (x) outstanding Revolving
Loans at such time and (y) Revolving Loan Percentage of then outstanding
Swingline Loans and any Letter of Credit Outstandings at such time).
2. The table appearing in Section 3.02(b)(i) of the Credit Agreement
is hereby amended by deleting the date "October 31, 1998" appearing opposite the
amount "$6,666,667" appearing in said table and inserting the date "January 31,
1999" in lieu thereof.
3. Notwithstanding anything to the contrary contained in Section 7.08
of the Credit Agreement, the Banks hereby agree that the Borrower and its
Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed
$9,000,000 for the period from January 1, 1998 to the last day of the Borrower's
fiscal quarter ending closest to December 31, 1998.
4. Section 9 of the Credit Agreement is hereby amended by deleting
the definition of "Applicable Margin" appearing therein in its entirety and
inserting the following new definition of "Applicable Margin" in lieu thereof:
"Applicable Margin" shall mean, (x) in the case of Base Rate Loans,
1-7/8% and (y) in the case of Eurodollar Rate Loans, 2-7/8%.
5. The definition of "Original Term Loan Maturity Date" appearing in
Section 9 of the Credit Agreement is hereby amended by deleting the date
"October 31, 1998" appearing therein and inserting the date "January 31, 1999"
in lieu thereof.
6. The definition of "Revolving Loan Maturity Date" appearing in
Section 9 of the Credit Agreement is hereby amended by deleting the date
"October 31, 1998" appearing therein and inserting the date "January 31, 1999"
in lieu thereof.
7. 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 Amendment Effective Date (as defined
below), 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 Amendment Effective Date, after giving effect to this
Amendment with the same effect as though such representations and warranties had
been made on and as of the 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).
9. 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.
10. 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.
11. 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.
12. This Amendment shall become effective on the date (the "Amendment
Effective Date") when (i) Holdings, BV Holdings, the Borrower, the Required
Banks, each Bank with outstanding Original Term Loans and each Bank with a
Revolving Loan Commitment 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 the Notice Office and (ii) the Borrower
shall have paid to the Agent for the distribution to each Bank which has signed
a counterpart of this Amendment, an amendment fee equal to 1/2 of 1% of the sum
of such Bank's
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(A) outstanding Original Term Loans, (B) outstanding New Term
Loans and (C) Revolving Loan Commitment.
13. From and after the 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.
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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: Director
BV HOLDINGS CORPORATION
By /s/ Xxxxx X. Xxxxxx, Xx.
Title: Director
BIG V SUPERMARKETS, INC.
By /s/ Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President-Finance,
Administration and Corporate Development and
Corporate Secretary
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxx Xxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
By /s/ Xxxxx Xxxxxxxxx
Title: Vice President/Team Lender
BANKERS TRUST (DELAWARE)
By /s/ Xxxxx Xxxxxxxx
Title: Vice President
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
its Agent/Manager
By /s/ Xxxxx X. Xxxxxx
Title: Senior Vice President
XXXXXX FINANCIAL, INC.
By /s/ Xxxxx X. Xxxxxxxx
Title: Vice President
PAMCO CAYMAN, LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By /s/ Xxxxx Deadman
Title:
XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P.
as Collateral Manager
By /s/ Xxxxx Deadman
Title:
