Exhibit 4.31
SEVENTH AMENDMENT
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SEVENTH AMENDMENT (this "Amendment"), dated as of October 2, 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. 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
$8,500,000 for period from January 1, 1998 to the Borrower's fiscal quarter
ending closest to September 30, 1998.
2. Section 7.10 of the Credit Agreement is hereby amended by deleting
the reference to the amount "$43,000,000" appearing in the table appearing in
said Section and inserting the amount "$42,000,000" in lieu thereof.
3. 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).
4. 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.
5. 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.
6. 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.
7. This Amendment shall become effective on the date (the "Amendment
Effective Date") when Holdings, BV Holdings, the Borrower and the Required Banks
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.
8. 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: Executive Vice President
BV HOLDINGS CORPORATION
By /s/ Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
BIG V SUPERMARKETS, INC.
By /s/ Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxx Xxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS
By
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Title:
By
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Title:
BANKERS TRUST (DELAWARE)
By /s/ Xxxxx Xxxxxxxx
Title: Vice President
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
its Agent/Manager
By
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Title:
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/ Xxxx X. Xxxxx, CFA
Title: Executive Vice President
XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P.
By /s/ Xxxx X. Xxxxx, CFA
Title: Executive Vice President
