AMENDMENT NUMBER ONE TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made as of this 25th day of July, 1996 by and among BANK OF
AMERICA NW, N.A., successor by name change to Seattle-First National Bank, a
national banking association ("Seafirst"), UNITED STATES NATIONAL BANK OF
OREGON, a national banking association ("U.S. Bank"), THE HONGKONG AND SHANGHAI
BANKING CORPORATION, LIMITED, an extra national banking institution ("Hong Kong
Bank") (each individually a "Lender" and collectively the "Lenders"), SEAFIRST,
as agent for the Lenders (the "Agent") and UNITED GROCERS, INC., an Oregon
corporation (the "Borrower").
RECITALS
A. The Lenders, the Borrower and the Agent are parties to that certain
Amended and Restated Credit Agreement dated as of May 31, 1996 (as the same has
been or may be amended, modified or extended from time to time the "Credit
Agreement"). Capitalized terms not otherwise defined in this Amendment shall
have the meanings given in the Credit Agreement.
B. Subject to the terms and conditions of the Credit Agreement, Seafirst
and U.S. Bank have agreed to make Short-term Acquisition Loans to the Borrower
during the period beginning on the date of the Credit Agreement and ending on
the Short-term Acquisition Line Maturity Date.
C. The Borrower has requested that the Agent and the Lenders extend the
Short-term Acquisition Line Maturity Date until September 30, 1996. The Agent
and the Lenders are prepared extend the Short-term Acquisition Line Maturity
Date on the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. DEFINITIONS. Capitalized terms not otherwise defined in this Amendment
shall have the meanings given in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. In Section 1.1 of the Credit Agreement,
the definition of "Short-term Acquisition Line Maturity Date" is amended and
restated to read as follows:
"Short-term Acquisition Line Maturity
Date" means September 30, 1996.
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3. PROMISSORY NOTES. All references to the "Short-term Acquisition Line
Maturity Date" contained in the Short-term Acquisition Notes shall mean the
Short-term Acquisition Line Maturity Date as defined in the Credit Agreement, as
hereby amended.
4. CONDITIONS TO EFFECTIVENESS. Notwithstanding anything contained herein
to the contrary, this Amendment shall not become effective until each of the
following conditions is fully and simultaneously satisfied on or before July 31,
1996:
4.1 DELIVERY OF AMENDMENT. The Borrower, the Agent and each Lender
shall have executed and delivered counterparts of this Amendment to Agent.
4.2 REIMBURSEMENT FOR EXPENSES. The Borrower shall have reimbursed
the Agent for all expenses actually incurred by the Agent in connection with the
preparation of the Credit Agreement and the other Loan Documents and shall have
paid all other amounts due and owing under the Loan Documents.
4.3 BORROWER CORPORATE AUTHORITY. The Agent shall have received such
evidence of corporate authority as the Agent shall request.
4.4 REPRESENTATIONS TRUE; NO DEFAULT. The representations of the
Borrower as set forth in Article 6 of the Credit Agreement shall be true on and
as of the date of this Amendment with the same force and effect as if made on
and as of this date. No Event of Default and no event which, with notice or
lapse of time or both, would constitute a Event of Default, shall have occurred
and be continuing or will occur as a result of the execution of this Amendment.
5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Lenders and the Agent that each of the representations and
warranties set forth in Article 6 of the Credit Agreement is true and correct in
each case as if made on and as of the date of this Amendment and the Borrower
expressly agrees that it shall be an additional Event of Default under the
Credit Agreement if any representation or warranty made hereunder shall prove to
have been incorrect in any material respect when made.
6. NO FURTHER AMENDMENT. Except as expressly modified by the terms of this
Amendment, all of the terms and conditions of the Credit Agreement and the other
Loan Documents shall remain in full force and effect and the parties hereto
expressly reaffirm and ratify their respective obligations thereunder.
7. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Washington.
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8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same agreement.
9. ORAL AGREEMENTS NOT ENFORCEABLE.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number
One to Amended and Restated Credit Agreement as of the date first above written.
BORROWER: UNITED GROCERS, INC.
By /s/ Xxxx X. Xxxxx
Its Vice President
LENDERS: BANK OF AMERICA NW, N.A.
By /s/ Gorgon X. Xxxx
Its Vice President
UNITED STATES NATIONAL BANK OF
OREGON
By /s/ Xxxxxxx X. Xxxx
Its Vice President
THE HONGKONG AND SHANGHAI BANKING
CORPORATION, LIMITED
By /s/ Xxxxx Xxxx
Its Senior Vice President
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AGENT: BANK OF AMERICA NW, N.A.
By /s/
Its Assistant Vice President
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