SECOND AMENDMENT SECOND AMENDMENT, dated as of February 24, 1999 (this "Amendment"), under the Credit Agreement, dated as of August 17, 1998 (as heretofore amended, supplemented or otherwise modified, the "Credit Agreement"), among The Grand Union...
SECOND AMENDMENT
SECOND AMENDMENT, dated as of February 24, 1999 (this
"Amendment"), under the Credit Agreement, dated as of August 17, 1998 (as
heretofore amended, supplemented or otherwise modified, the "Credit Agreement"),
among The Grand Union Company (the "Company"), Warburg Dillon Read LLC, UBS AG,
Stamford Branch, Xxxxxx Brothers Inc. and Xxxxxx Commercial Paper Inc.
(collectively, the "Agents") and each of the financial institutions from time to
time party thereto (the "Lenders").
WITNESSETH:
WHEREAS, the Company, the Lenders and the Agents are parties
to the Credit Agreement;
WHEREAS, the Company has requested that the Lenders amend
Section 7.7 of the Credit Agreement (Limitations on Capital Expenditures) as set
forth below; and
WHEREAS, the Lenders are willing to so amend the Agreement,
but only upon the terms and conditions of this Amendment;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt of which is hereby acknowledged, the
Company, the Lenders and the Agents hereby agree as follows:
1. Defined Terms. Capitalized terms not otherwise defined
herein shall have their respective meanings set forth in the Credit Agreement.
2. Amendment to Section 7.7 (Limitations on Capital
Expenditures). Effective as of the date hereof, Section 7.7 of the Credit
Agreement is hereby amended by inserting at the end of clause (a)(i) the
following: "except that up to $30,000,000 of the amount not expended in fiscal
year 1999 may be carried over for expenditure in fiscal year 2000".
3. Representations and Warranties. After giving effect to this
Amendment, the Company hereby represents and warrants that all of the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects as of the date hereof (unless stated to relate
to a specific earlier date, in which case, such representations and warranties
shall be true and correct in all material respects as of such earlier date).
4. Conditions to Effectiveness of this Amendment. This
Amendment shall become effective upon receipt by the Agents of counterparts
hereof duly executed by the Required Lenders and the Company.
5. Miscellaneous. (a) Except as expressly set forth in this
Amendment, the Credit Agreement is and shall continue to be in full force and
effect in accordance with its terms, and this Amendment shall not constitute the
Lenders' consent or indicate their willingness to
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consent to any other amendment, modification or waiver of the Credit Agreement
or the other Loan Documents.
(b) This Amendment may be executed by the parties hereto on
one or more counterparts, and all of such counterparts shall be deemed to
constitute one and the same instrument. This Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.
(c) This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized officers as of
the date first above written.
THE GRAND UNION COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________________
Name:
Title:
WARBURG DILLON READ LLC
By: /s/ Xxxxxxx X. Xxxxx
______________________________________
Name:
Title:
By: /s/ Xxxxxx X. Xxxxxxxx
______________________________________
Name:
Title:
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx X. Xxxxx
______________________________________
Name:
Title:
By: /s/ Xxxx X. Xxxxxxx
______________________________________
Name:
Title:
4
XXXXXX BROTHERS INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
______________________________________
Name:
Title:
XXXXXX COMMERCIAL PAPER INC.
By: /s/ Xxxxxxx X. X'Xxxxx
______________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxxxx
______________________________________
Name:
Title:
XXXXXXX SACHS CREDIT PARTNERS L.P.
By:
______________________________________
Name:
Title:
5
ML CBO IV (CAYMAN) LTD.
by HIGHLAND CAPITAL MANAGEMENT
L.P. as Collateral Agent
By: /s/ Xxxxx Xxxxxxx
______________________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxx Xxxx
______________________________________
Name:
Title:
KZH CNC LLC
By: /s/ Xxxxxxxx Xxxxxx
______________________________________
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO,
by XXXXXXX XXXXX ASSET MANAGEMENT, L.P.,
as investment advisor
By: /s/ Xxxxxx X. Xxxxxx
______________________________________
Name:
Title:
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XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
______________________________________
Name:
Title:
QUANTUM PARTNERS LDC
By: /s/ Xxxx Xxxxxxx
______________________________________
Name:
Title:
QUOTA FUND N.V.
By: /s/ Xxxx Xxxxxxx
______________________________________
Name:
Title:
TORONTO DOMINION (NEW YORK), INC.
By:
______________________________________
Name:
Title:
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ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
(as assignee) by PILGRIM INVESTMENTS,
INC., as its investment manager
By: /s/ Xxxxxx Xxxxxx
______________________________________
Name:
Title:
PILGRIM AMERICA HIGH INCOME INVESTMENTS,
LTD. (as assignee) by PILGRIM
INVESTMENTS, INC., as its investment
manager
By: /s/ Xxxxxx Xxxxxx
______________________________________
Name:
Title:
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SYNDICATED LOAN FUNDING TRUST by XXXXXX
COMMERCIAL PAPER INC., as asset manager
By: /s/ Xxxxxxx X. X'Xxxxx
______________________________________
Name:
Title:
9
ELC (CAYMAN) LTD.
By: /s/ Xxxxxx X. Xxxxx
______________________________________
Name:
Title:
CHASE SECURITIES INC., as agent for
THE CHASE MANHATTAN BANK
By:
______________________________________
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO INC.
By: /s/ Xxxxxx X. Xxxxxx
______________________________________
Name:
Title:
10
KZH HIGHLAND-2 LLC
By: /s/ Xxxxx Xxxxxxxxxxx
______________________________________
Name:
Title:
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Agreed and Accepted:
GRAND UNION STORES, INC. OF VERMONT
GRAND UNION STORES OF NEW HAMPSHIRE, INC.
MERCHANDISING SERVICES, INC.
SPECIALTY MERCHANDISING SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________________
Name:
Title:
