EXHIBIT 10.115
FIRST AMENDMENT
To
REVOLVING CREDIT AGREEMENT
And
SYNTHETIC LEASE CREDIT AGREEMENT
Dated as of December 23, 1998
This FIRST AMENDMENT (this "Amendment") is among SMART & FINAL, INC.,
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a Delaware corporation (the "Borrower"), the holders under the Trust Agreement
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referred to below (the "Holders"), the financial institutions and other entities
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party to the Revolving Credit Agreement and Synthetic Lease Credit Agreement
referred to below (the "Lenders"), and CREDIT LYONNAIS LOS ANGELES BRANCH as
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administrative agent (the "Administrative Agent") for the Lenders thereunder.
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PRELIMINARY STATEMENTS:
1. Reference is made to (i) the Credit Agreement (as the same may be
amended, supplemented or otherwise modified from time to time, the "Revolving
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Credit Agreement") dated as of November 13, 1998 among the Borrower, the
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financial institutions named therein, and Credit Lyonnais Los Angeles Branch, as
Administrative Agent for the Lenders, (ii) the Participation Agreement (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Participation Agreement") dated as of November 13, 1998 among the Borrower, the
Guarantors party thereto, First Security Bank, National Association, as owner
trustee under the S&F Trust 1998-1, the various banks and other institutions
party thereto as Holders and as Lenders, and Credit Lyonnais Los Angeles Branch,
as Administrative Agent for the Lenders and the Holders, (iii) the Credit
Agreement (as defined in the Participation Agreement) (as the same may be
amended, supplemented or otherwise modified from time to time, the "Synthetic
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Lease Credit Agreement"), and (iv) the Trust Agreement (as defined in the
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Participation Agreement) (as the same may be amended, supplemented or otherwise
modified from time to time, the "Trust Agreement").
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2. The Borrower, the Holders and the Lenders have agreed to amend the
Revolving Credit Agreement and the Synthetic Lease Credit Agreement to reduce
the minimum size of permitted partial assignments of their interests under the
Revolving Credit Agreement and the Synthetic Lease Credit Agreement.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Revolving Credit Agreement and Synthetic
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Lease Credit Agreement. Effective as of the date hereof and subject to
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satisfaction of the conditions precedent set forth in Section 2 hereof, the
Revolving Credit Agreement and the
Synthetic Lease Credit Agreement are hereby amended as follows:
(a) Clause (ii) of the proviso to Section 9.07(a) of the Revolving
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"(ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender Party or an assignment
of all of a Lender Party's rights and obligations under this Agreement, the
amount of the Commitments and Advances of the assigning Lender Party being
assigned pursuant to each such assignment shall be such amount as will
cause the aggregate amount of Commitments and Advances being assigned by
such Lender Party hereunder plus the amount being assigned by such Lender
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(in its capacity as a Lender and, as applicable, a Holder under the
Synthetic Lease Documents) under the Synthetic Lease Documents to equal
$5,000,000 or an integral multiple of $1,000,000 in excess thereof,"
(b) Section 9.8(a)(ii) of the Synthetic Lease Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"(ii) except in the case of an assignment to another Lender or an
assignment of all of a Lender's rights and obligations under the Operative
Agreements, the amount of any such partial assignment shall be such amount
as will cause the aggregate amount of such partial assignment plus the
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amount being assigned by such Lender under the Lessee Credit Agreement (in
its capacity as a Lender under the Lessee Credit Agreement) and, as
applicable, under the Trust Agreement (in its capacity as a Holder) to be
at least equal to $5,000,000 or an integral multiple of $1,000,000 in
excess thereof."
SECTION 2. Conditions to Effectiveness. This Amendment shall be
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effective when the Administrative Agent shall have executed this Amendment and
shall have received counterparts of this Amendment executed by the Borrower, the
Majority Secured Parties (as defined in the Participation Agreement) and the
Required Lenders under the Revolving Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents and the
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Credit Documents. (a) Upon and after the effectiveness of this Amendment, each
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reference in the Revolving Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Revolving Credit Agreement,
and each reference in the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Revolving
Credit Agreement, shall mean and be a reference to the Revolving Credit
Agreement as modified hereby.
(b) Upon and after the effectiveness of this Amendment, each reference
in the Synthetic Lease Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Synthetic Lease Credit
Agreement, and each reference in the other Operative Agreements to "the Credit
Agreement", "thereunder", "thereof" or words of like
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import referring to the Synthetic Lease Credit Agreement, shall mean and be a
reference to the Synthetic Lease Credit Agreement as modified hereby.
(c) Except as specifically modified above, the Revolving Credit
Agreement, the Synthetic Lease Credit Agreement and the other Loan Documents and
Operative Agreements are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Collateral Documents (as defined in the
Revolving Credit Agreement) and the Security Documents (as defined in the
Participation Agreement) and all of the Collateral described therein do and
shall, to the extent set forth therein, continue to secure the payment of all
obligations and liabilities of the Borrower under the Revolving Credit Agreement
and the Synthetic Lease Credit Agreement and/or any of the other Loan Documents
or Operative Agreements, in each case as amended hereby.
SECTION 4. Counterparts. This Amendment may be executed in any
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number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telefacsimile shall be effective as delivery of a manually executed counterpart
of this Amendment.
SECTION 5. Governing Law. This Amendment shall be governed by, and
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construed in accordance with, the laws of the State of California.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
SMART & FINAL INC.,
as Borrower
By: /s/ Xxxxxx X. Xxxxx
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Title: CFO and Executive Vice President
S-1
CREDIT LYONNAIS LOS ANGELES BRANCH,
as Administrative Agent
By: /s/ Xxxxxx X. Xxxxx
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Title: First Vice President & Manager
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L/C Bank
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Senior Vice President
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Holders and Lenders:
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CREDIT LYONNAIS LOS ANGELES BRANCH, as a Lender
By: Xxxxxx X. Xxxxx
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Title: First Vice President & Manager
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CREDIT LYONNAIS LEASING CORP., as a Holder
By: /s/ X.X. Xxxxxxxx
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Title: President
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NATIONSBANK, N.A., as a Lender and a Holder
By: /s/ Xxxx XxXxxxxx
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Title: Vice President
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UNION BANK OF CALIFORNIA, N.A., as a Lender and
a Holder
By: /s/ Xxxxx Xxxxx
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Title: Vice President
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XXXXX FARGO BANK, N.A., as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President
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COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
N.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as
a Lender and a Holder
By: /s/ Xxx Xxxxx
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Title: Senior Credit Officer
By: /s/ Michael V.M. Van Der Voort
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Title: Vice President
S-9
