AMENDMENT NUMBER TWO
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment"), dated as of December 3, 1994, is entered into
by and among CERTIFIED GROCERS OF CALIFORNIA, LTD., a California corporation
("CerGro"), GROCERS GENERAL MERCHANDISE COMPANY, a California corporation
("GGMC"), and GROCERS SPECIALTY COMPANY, a California corporation ("GSC")
(CerGro, GGMC, and GSC are jointly and severally referred to herein as
"Borrower"), on the one hand, and the financial institutions which are
signatories hereto (hereinafter collectively referred to as the "Lenders" and
individually as a "Lender"), BT COMMERCIAL CORPORATION, a Delaware
corporation ("BTCC"), as agent, UNION BANK, a California banking corporation
("Union"), as co-agent and FIRST NATIONAL BANK OF BOSTON, National
Association ("First National"), as co-agent (BTCC, Union and First National
are hereinafter, in such capacities, together with any successors thereto in
such capacities, referred to collectively as "Agents") for Lenders, on the
other hand, in light of the following facts:
RECITALS
A. The parties hereto have previously entered into that certain Amended
and Restated Loan and Security Agreement, dated as of March 17, 1994, as
amended by that certain Amendment Number One to Amended and Restated Loan and
Security Agreement, dated as of November 1, 1994 (collectively, the
"Agreement");
B. The parties hereto desire to amend the Agreement in accordance with
the terms of this Amendment.
AGREEMENT
NOW THEREFORE, the parties hereto agree as follows:
1. DEFINED TERMS. All initially capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Agreement.
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2. AMENDMENT TO SECTION 6 13(a)(iv). Clause (iv) of Section 6.13(a) of
the Agreement is amended in its entirety as follows:
"(iv) a Fixed Charge Coverage Ratio not less than 1.60:1.00 for each
of the first three fiscal quarters of Borrower's fiscal year ending in
1995, and not less than 1.80: 1.00 thereafter."
3. AMENDMENT TO SECTION 6.13(a)(v). Clause (v) of Section 6.13(a) of
the Agreement is amended in its entirety as follows:
"(v) an Interest Charge Coverage Ratio not less than 2.10:1.00 for
each of the first three fiscal quarters of Borrower's fiscal year ending
in 1995, and not less than 2.50: 1.00 thereafter."
4. AMENDMENT TO SECTION 6.13(b)(ii). Clause (ii) of Section 6.13(b) of
the Agreement is amended in its entirety as follows:
"(ii) Borrower's Net Income shall not be less than Zero Dollars
($0) for Borrower's fiscal year ending in 1995, and One Million Dollars
($1,000,000) for each fiscal year thereafter."
5. AMENDMENT FEE. Concurrently with the execution of this Amendment,
Borrower shall pay to BTCC a fee (the "Amendment Fee"), in an amount equal to
one fourth of one percent (0.25%) of the Commitment as in effect the date of
this Amendment, for the account of Lenders, pro-rata in accordance with each
Lender's share of the Commitment; PROVIDED, HOWEVER, that if any Lender fails
to execute this Amendment, such Lender shall forfeit its pro-rata share of
the Amendment Fee which would have been for the account of such Lender and
instead, such pro-rata share of the Amendment Fee shall be refunded to
Borrower.
6. CONDITIONS PRECEDENT. The obligations of Lenders under this Amendment
are subject to and conditioned upon the fulfillment of each and all of the
following conditions precedent:
(a) BTCC shall have received this Amendment duly executed by
Borrower and Required Lenders;
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(b) BTCC shall have received an affirmation letter duly executed by
each guarantor under the Guaranties, indicating the consent by each such
guarantor to the execution and delivery by Borrower of this Amendment; and
(c) BTCC shall have received the Amendment Fee.
7. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts,
each of which when so executed and delivered shall be deemed to be an
original. All such counterparts, taken together, shall constitute but one and
the same Amendment. This Amendment shall become effective upon (i) the
execution of a counterpart of this Amendment by each of CerGro, GGMC and GSC,
and BTCC and Required Lenders, (ii) receipt by BTCC of the Amendment Fee,
(iii) receipt by BTCC of all Agents Expenses incurred in connection with the
negotiation, preparation and execution of this Amendment and (iv) the
fulfillment of all of the conditions set forth in Section 6 hereof.
8. REAFFIRMATION OF THE AGREEMENT. Except as specifically amended by
this Amendment, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed at Los Angeles, California as of the date first hereinabove written.
CERTIFIED GROCERS OF CALIFORNIA,
LTD., a California corporation
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx
Title: Corporate Secretary--Treasurer
---------------------------------
GROCERS GENERAL MERCHANDISE COMPANY,
a California corporation
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx
Title: Corporate Secretary--Treasurer
---------------------------------
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GROCERS SPECIALTY COMPANY,
a California corporation
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx
Title: Corporate Secretary--Treasurer
---------------------------------
BT COMMERCIAL CORPORATION, a
Delaware corporation, individually
and as Agent
By /s/ XXX XXXXXXXX
-------------------------------------
Title: Sr. VP
---------------------------------
THE FIRST NATIONAL BANK OF BOSTON,
a National Association, individually
and as Co-Agent
By /s/ XXXXX X. XXXXXXXXXX
-------------------------------------
Title: Division Executive
---------------------------------
UNION BANK, a California banking
corporation, individually and as Co-Agent
By /s/ XXXXXXX X. XXXXXXX
-------------------------------------
Title: Vice President
---------------------------------
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DG BANK, a German bank acting through
its New York branch.
By /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Title Vice President
---------------------------------
By /s/ XXXXX X. XXXXXXXX
------------------------------------
Title: Vice President
---------------------------------
DRESDNER BANK, AG, Los Angeles agency
and Grand Cayman Branch, as a bank
By /s/ XXXXXX X. XXXXXX
------------------------------------
Title: Vice President
---------------------------------
By /s/ XXXXXX X. XXXXX
------------------------------------
Title: Vice President
---------------------------------
NATIONAL CANADA CORPORATION, a
Delaware corporation
By /s/ XXXX XXXXXX
------------------------------------
Title: AVP
---------------------------------
By /s/ XXXXXX XXXXXXX
------------------------------------
Title: Vice President
---------------------------------
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SANWA BANK CALIFORNIA, a California
banking corporation
By /s/ XXXX XXXX
-------------------------------------
Title: Vice President
---------------------------------
SANWA BUSINESS CREDIT CORPORATION, a
Delaware corporation
By /s/ XXXXXX ALFIRAVIC
------------------------------------
Title Vice President
---------------------------------
THE BANK OF CALIFORNIA, N.A.
By /s/ X.X. XXXXXX
------------------------------------
Title: Corporate Banking Officer
---------------------------------
THE DAI-ICHI KANGYO BANK, LIMITED, a
Japanese bank acting through its Los
Angeles agency
By /s/ XXXXXXXX XXXXXX
------------------------------------
Title: Senior Vice President
---------------------------------
By
------------------------------------
Title:
---------------------------------
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THE SAKURA BANK, LIMITED, a Japanese
bank acting through its Los Angeles
agency
By /s/ XXXXXXXX XXXXX
-------------------------------------
Title: Vice President
---------------------------------
By /s/ XXXXX XXXX
------------------------------------
Title: Senior Vice President &
Assistant General Manager
---------------------------------
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