AMENDMENT NO. 1 TO REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Revolving Loan Agreement (this "Amendment") is
entered into with reference to the Revolving Loan Agreement dated as of March 2,
1999 (the "Loan Agreement") among Wild Oats Markets, Inc. ("Borrower"), the
Lenders party thereto, and Xxxxx Fargo Bank, National Association, as
Administrative Agent. Capitalized terms used but not defined herein are used
with the meanings set forth for those terms in the Loan Agreement.
Borrower and the Administrative Agent, acting with the consent of all
of the Lenders pursuant to Section 11.2 of the Loan Agreement, agree as follows:
1. Section 1.1. Section 1.1 of the Loan Agreement is amended by
revising the definitions of "Line A Commitment" and "Line B Commitment" to read
as follows:
"Line A Commitment" means, subject to Sections 2.5
and 2.6, $90,000,000. The respective Pro Rata Shares
of the Lenders with respect to the Line A Commitment
are set forth in Schedule 1.1.
"Line B Commitment" means, subject to Sections 2.5
and 2.6, $30,000,000. The respective Pro Rata Shares
of the Lenders with respect to the Line B Commitment
are set forth in Schedule 1.1.
2. Section 1.1. Section 1.1 of the Loan Agreement is further
amended by adding the following new definition at the appropriate alphabetical
place:
"Reserve Amount" means, as of any date of
determination, the amount (if any) by which
Indebtedness permitted by Section 6.9(d)(iii) on that
date exceeds $5,000,000.
3. Schedule 1.1. Schedule 1.1 to the Loan Agreement is amended
as set forth in Schedule 1.1 attached to this Amendment.
4. Section 2.1. Section 2.1(a) of the Loan Agreement is amended
by striking the first sentence thereof and substituting therefor the following:
Subject to the terms and conditions set forth in this
Agreement, at any time and from time to time from the
Closing Date through the Line A Maturity Date, each
Lender shall, pro rata according to that Lender's Pro
Rata Share of the then applicable Line A Commitment,
make Advances to Borrower under the Line A Commitment
in such amounts as Borrower may request that do not
result in the sum of (i) the aggregate principal
amount outstanding under the Line A Notes plus (ii)
the Aggregate Effective Amount of all outstanding
Letters of Credit plus (iii) the Swing Line
Outstandings plus (iv) the Reserve Amount to exceed
the Line A Commitment.
5. Section 3.1. Section 3.1(d) of the Loan Agreement is amended
by striking clause (i) thereof and substituting therefor the following:
(i) The amount, if any, by which the sum of (A)
the principal Indebtedness evidenced by the
Line A Notes plus (B) the Aggregate
Effective Amount of all outstanding Letters
of Credit plus (C) the Swing Line
Outstandings plus (D) the Reserve Amount at
any time exceeds the then applicable Line A
Commitment (including the Line A Commitment
as reduced pursuant to Section 2.5) shall be
payable immediately.
6. Section 6.9. Section 6.9 of the Loan Agreement is amended by
striking Subsection (d) thereof and substituting therefor the following:
(d) Indebtedness of an Acquired Company (i)
that is the subject of an Acquisition made
on or before July 1, 1999 which is secured
solely by a Lien permitted by Section
6.8(e), (ii) that is the subject of an
Acquisition made after July 1, 1999 which is
owed to a Person that is not the seller of
the Acquired Company, or an Affiliate of
such seller, that is secured solely by a
Lien permitted by Section 6.8(e) and (iii)
that is the subject of an Acquisition made
after July 1, 1999 which is owed to the
seller of the Acquired Company, or an
Affiliate of such seller, that is secured
solely by a Lien permitted by Section
6.8(e); provided that the aggregate
principal Indebtedness permitted by this
clause (iii) shall not at any time exceed
$10,000,000.
7. Section 8.2. Section 8.2 of the Loan Agreement is amended by
striking the same in its entirety any substituting therefor the following:
"[Intentionally Deleted"]
8. Conditions Precedent. The effectiveness of this Amendment
shall be conditioned upon:
(a) The receipt by the Administrative Agent of
an amendment fee of $40,000 for the account
of the Lenders according to their Pro Rata
Share, which the Administrative Agent shall
promptly disburse to the Lenders; and
(b) The receipt by the Administrative Agent of
all of the fol-lowing, each properly
executed by an authorized officer of each
party thereto and dated as of the date
hereof:
(i) Counterparts of this Amendment executed
by all parties hereto;
(ii)Written consent of all of the Lenders as
required under Section 11.2 of the Loan Agreement in the form
of Exhibit A to this Amendment;
(iii)Written consent of the Subsidiary
Guarantors in the form of Exhibit B to this Amendment;
(iv)Replacement Line A Notes and Line B
Notes for each Lender in the new amount of its Pro Rata Share of
the Line A Commitment and Line B Commitment, respectively,
(against delivery by such Lenders of the existing Line A Notes
and Line B Notes);
(v)A copy of the resolution of the Board of
Directors of Borrower authorizing the increases in the Line A
Commitment and Line B Commitment, certified by a Senior Officer;
and
(vi)the written opinion of Xxxxx X. Xxxxx,
Esq. with respect to the due corporate authorization by Borrower
of the increase in the Line A Commitment and Line B Commitment
and confirming such aspects of the Opinion of Counsel as the
Administrative Agent reasonably requests, in form and substance
acceptable to the Administrative Agent.
9. Representation and Warranty. Borrower represents and warrants
that no Default or Event of Default has occurred and remains continuing.
10. Confirmation. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed
this Amendment as of July ___, 1999 by their duly authorized representatives.
WILD OATS MARKETS, INC.
By:By _________________________________
Xxxx Xxxx Xxxxx
Chief Financial Officer
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By _________________________________
Xxxxxx Xxxxxx
Vice President
Exhibit A to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Revolving Loan Agreement dated as of
March 2, 1999 (the "Loan Agreement") among Wild Oats Markets, Inc. ("Borrower"),
the Lenders party thereto and Xxxxx Fargo Bank, National Association, as
Administrative Agent. Capitalized terms used but not defined herein are used
with the meanings set forth for those terms in the Loan Agreement.
The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 1 to Revolving Loan Agreement by the Administrative Agent on its
behalf, substantially in the form of the most recent draft presented to the
undersigned Lender.
Date: July ___, 1999
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[Name of Institution]
By ___________________________________
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[Printed Name and Title]
Exhibit B to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
Reference is hereby made to that certain Revolving Loan Agreement dated as of
March 2, 1999 among Wild Oats Markets, Inc. ("Borrower"), the Lenders party
thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent
(the "Loan Agreement").
Each of the undersigned Subsidiary Guarantors hereby consents to
Amendment No. 1 to the Loan Agreement in the form executed by Borrower and
confirms that the Subsidiary Guaranty to which it is a party remain in full
force and effect.
Dated: July ___, 1999
"Guarantors"
WILD OATS MARKETS CANADA, INC.
By:___________________________
--------------------------------
[Printed name and title]
ALFALFA'S CANADA, INC.
By:_____________________________
--------------------------------
[Printed name and title]
