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EXHIBIT 10.3
CONFORMED COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of October 4, 1996 among
SHOPKO STORES, INC. (the "Borrower"), the BANKS listed on the signature pages
hereof (the "Banks")and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent
(the "Aqent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of October 4, 1993 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions: References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of Termination Date. The definition of "Termination
Date" in Section 1.01 of the Agreement is amended to read in its entirety as
follows:
"Termination Date" means October 4, 1997, or such later date to which the
Credit Availability Period shall have been extended pursuant to Section
2.01(d), or, if any such day is not a Euro-Dollar Business Day, the next
succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls
in another calendar month, in which case the Termination Date shall be the next
preceding Euro-Dollar Business Day.
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SECTION 3. Amendment of Section 6.01. Section 6.01 of the Agreement is
amended by inserting the following subparagraph (l) after subparagraph (k):
(1) the Borrower shall fail to observe or perform the covenant contained
in Section 5 of Amendment No. 1 to this Agreement;
SECTION 4. Changes in Commitments. With effect from and including the
date this Amendment becomes effective in accordance with Section 8 hereof, the
Commitment of each Bank shall be the amount set forth opposite the name of such
Bank on the signature pages hereof. Any Bank whose Commitment is changed to
zero shall upon such effectiveness cease to be a Bank party to the Agreement,
and all accrued fees and other amounts payable under the Agreement for the
account of such Bank shall be due and payable on such date; provided that the
provisions of Sections 8.03 and 9.03 of the Agreement shall continue to inure
to the benefit of each such Bank.
SECTION 5. Covenant of the Borrower. The Borrower hereby covenants that
it will not consummate any merger, share exchange or similar transaction with
Phar-Mor, Inc. or any affiliate thereof unless, prior to or simultaneously with
the consummation of such merger, share exchange or similar transaction, it has
(i) repaid all Loans (whether Syndicated Loans or Swingline Loans) then
outstanding, (ii) repaid all Reimbursement Obligations then outstanding and
paid to the Agent the Aggregate LC Amount (as defined in Section 6.01 of the
Agreement) to be held by the Agent in accordance with the terms of the last
four paragraphs of Section 6.01 of the Agreement, and (iii) terminated the
Commitments of all Banks in their entirety. This covenant shall not affect the
limitations on any such transaction imposed by any other provision of the
Agreement.
SECTION 6. Representations and Warranties. The Borrower hereby
represents and warrants that as of the date hereof and after giving effect
thereto:
(a) no Default has occurred and is continuing;
(b) each representation and warranty of the Borrower set forth in the
Agreement is true and correct as though made on and as of this date; and
(c) since February 24, 1996 there has been no material adverse change in
the business, financial position or result of operations of the Borrower and
its Consolidated Subsidiaries, considered as a whole.
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SECTION 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 8. Counterparts: Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof when the Agent
shall have received duly executed counterparts hereof signed by each of the
parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution
of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
SHOPKO STORES, INC.
By /s/ Xxxxxxxx X. Xxxxx
Title: Treasurer
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$20,695,364.24 XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxx Xxxxx
Title: Vice President
$20,695,364.24 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Xxxxxx X. Xxxx
Title: Vice President
$20,695,364.24 FIRST BANK NATIONAL ASSOCIATION
By /s/ Xxxxxx Xxxxxx
Title: Vice President
$20,695,364.24 NATIONSBANK, N.A.
By /s/ Xxxx X. Xxxxxxxx
Title: Vice President
$20,695,364.24 PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
$8,278,145.70 FIRSTAR BANK MILWAUKEE, N.A.
By /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
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$6,622,516.55 ASSOCIATED BANK GREEN BAY,
NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
$6,622,516.55 BANK ONE, GREEN BAY
By /s/ Xxxxxx X. Xxxx Xx
Title: Vice President
$0 BANK OF AMERICA ILLINOIS
(formerly CONTINENTAL BANK)
By /s/ Xxxxxx X. Xxxx
Title: Vice President
$0 NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxxx
Title: Vice President
Total Commitments
$125,000,000.00
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Xxxxxxx Xxxxx
Title: Vice President
