Exhibit 10.22a
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of
December 19, 1997 by and among BJ'S WHOLESALE CLUB, INC., THE FIRST NATIONAL
BANK OF CHICAGO, BANKBOSTON, N.A., FLEET NATIONAL BANK, FIRST UNION NATIONAL
BANK, BANK OF TOKYO-MITSUBISHI TRUST COMPANY, THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, NEW YORK BRANCH, PNC BANK, NATIONAL ASSOCIATION, and SAKURA
BANK, LIMITED.
RECITALS
WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of July 9, 1997 (as from time to time amended, restated,
supplemented or otherwise modified, the "Credit Agreement"; capitalized terms
used but not otherwise defined herein having the definitions provided therefor
in the Credit Agreement); and
WHEREAS, the parties hereto desire to amend the Credit Agreement on
the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Amendment to Credit Agreement. Subject to the terms and conditions set forth
in Section 2 of this Amendment, upon the Effective Time (as hereinafter
defined), the Credit Agreement is hereby amended as follows:
(i) Section 6.10 of the Credit Agreement is hereby amended by
inserting a new clause (iii) at the end of such Section which shall read
as follows:
and (iii) so long as prior to and after giving effect thereto no
Default or Unmatured Default shall exist, Natick Realty, Inc. may
declare and pay dividends to its shareholders in an aggregate amount
not in excess of $100,000 in any calander year.
(ii) The Credit Agreement is hereby amended by deleting the
"Schedule 2" attached thereto and replacing with the Schedule 2 attached
to this Amendment.
2. Conditions. The effectiveness of the amendments stated in this Amendment is
subject to on or prior to the Effective Time, that the following conditions
shall have been satisfied in a manner, and in form and substance, as the case
may be, reasonably acceptable to Required Lenders:
(i) Amendment. This Amendment shall have been duly executed by the
Required Lenders and the Borrower and delivered to Agent.
(ii) No Default. No Default or Event of Default under the Credit
Agreement, as amended hereby, shall have occurred and be continuing.
(iii) Warranties and Representations. The warranties and
representations of the Borrower contained in this Amendment, the Credit
Agreement, as amended hereby, and the other Loan Documents shall be true
and correct as of the date hereof, with the same effect as though made on
such date, except to the extent that such warranties and representations
expressly relate to an earlier date, in which case such warranties and
representations shall have been true and correct as of such earlier date.
The date on which all of the above events have occurred is the "Effective Time".
If the Effective Time has not occurred by December 31, 1997, this Amendment
shall be of no force and effect.
3. Continuing Credits. Notwithstanding this Amendment, the Loans owing to
Lenders by Borrower under the Credit Agreement that remain outstanding as of the
date hereof shall constitute continuing Obligations of the Borrower under the
Credit Agreement and this Amendment shall not be deemed to evidence or result in
a novation, or repayment and reborrowing, of such Loans.
4. Miscellaneous.
(a) Captions. Section captions used in this Amendment are for convenience
only, and shall not affect the construction of this Amendment.
(b) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. Whenever possible each provision of
this Amendment shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Amendment shall be prohibited
by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.
(c) Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
(d) Successors and Assigns. This Amendment shall be binding upon, and
shall inure to the sole benefit of the Borrower, Agent and Lenders, and their
respective successors and assigns.
(e) References. Any reference to the Credit Agreement contained in any
notice, request, certificate, or other document executed concurrently with or
after the execution and delivery of this Amendment shall be deemed to include
this Amendment unless the context shall otherwise require.
263569.3 -2-
(f) Continued Effectiveness. Notwithstanding anything contained herein,
the terms of this Amendment are not intended to and do not serve to effect a
novation as to the Credit Agreement; instead, it is the express intention of the
parties hereto to reaffirm the Obligations created under the Credit Agreement
which is evidenced by the Notes. The Credit Agreement, as amended hereby, and
each of the other Loan Documents remain in full force and effect.
(g) Costs and Expenses. Borrower affirms and acknowledges that Section 9.7
of the Credit Agreement applies to this Amendment and the transactions and
agreements and documents contemplated hereunder.
5. Representations and Warranties. The Borrower represents and warrants to Agent
and Lenders that the execution, delivery and performance by the Borrower of this
Amendment are within the Borrower's corporate powers, have been duly authorized
by all necessary corporate action (including, without limitation, all necessary
shareholder approval) of the Borrower, do not require any governmental
approvals, consents or filings and do not and will not contravene or conflict
with any provision of law applicable to the Borrower, the certificate of
incorporation or bylaws of the Borrower or any order, judgment or decree of any
court or other agency of government or any contractual obligation binding upon
the Borrower, and this Amendment, the Credit Agreement, as amended hereby, and
each Loan Document is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms and that the
conditions set forth in Sections 2(ii) and (iii) hereof are true, correct and
complete as of the Effective Time. The Borrower represents and warrants to Agent
and Lenders that no Subsidiaries of the Borrower are required to execute
Subsidiairy Guaranties pursuant to Section 6.21 of the Credit Agreement.
[signature pages follow]
263569.3 -3-
IN WITNESS WHEREOF, this First Amendment to Credit Agreement has been duly
executed and delivered as of the day and year first above written.
BJ'S WHOLESALE CLUB, INC.
By: /s/ Xxxxxx X. Silk, Jr.
---------------------------------
Print Name: Xxxxxx X. Silk, Jr.
-------------------------
Title: Vice President & Treasurer
------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By:
----------------------------------
Print Name: Xxxx X. Xxxxxx
Title:Managing Director
BANKBOSTON, N.A.,
Individually and as Syndication Agent
By:
----------------------------------
Print Name: Xxxxx Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK
Individually and as Documentation Agent
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
FIRST UNION NATIONAL BANK
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
IN WITNESS WHEREOF, this First Amendment to Credit Agreement has been duly
executed and delivered as of the day and year first above written.
BJ'S WHOLESALE CLUB, INC.
By:
---------------------------------
Print Name:
-------------------------
Title:
------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Print Name: Xxxx X. Xxxxxx
Title:Managing Director
BANKBOSTON, N.A.,
Individually and as Syndication Agent
By:
----------------------------------
Print Name: Xxxxx Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK
Individually and as Documentation Agent
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
FIRST UNION NATIONAL BANK
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
IN WITNESS WHEREOF, this First Amendment to Credit Agreement has been duly
executed and delivered as of the day and year first above written.
BJ'S WHOLESALE CLUB, INC.
By:
---------------------------------
Print Name:
-------------------------
Title:
------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By:
----------------------------------
Print Name: Xxxx X. Xxxxxx
Title:Managing Director
BANKBOSTON, N.A.,
Individually and as Syndication Agent
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Print Name: Xxxxx Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK
Individually and as Documentation Agent
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
FIRST UNION NATIONAL BANK
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
IN WITNESS WHEREOF, this First Amendment to Credit Agreement has been duly
executed and delivered as of the day and year first above written.
BJ'S WHOLESALE CLUB, INC.
By:
---------------------------------
Print Name:
-------------------------
Title:
------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By:
----------------------------------
Print Name: Xxxx X. Xxxxxx
Title:Managing Director
BANKBOSTON, N.A.,
Individually and as Syndication Agent
By:
----------------------------------
Print Name: Xxxxx Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK
Individually and as Documentation Agent
By: /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------------
Print Name: Xxxxxxxxxxx X. Xxxxx
--------------------------
Title: Assistant Vice President
-------------------------------
FIRST UNION NATIONAL BANK
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
IN WITNESS WHEREOF, this First Amendment to Credit Agreement has been duly
executed and delivered as of the day and year first above written.
BJ'S WHOLESALE CLUB, INC.
By:
---------------------------------
Print Name:
-------------------------
Title:
------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By:
----------------------------------
Print Name: Xxxx X. Xxxxxx
Title:Managing Director
BANKBOSTON, N.A.,
Individually and as Syndication Agent
By:
----------------------------------
Print Name: Xxxxx Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK
Individually and as Documentation Agent
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Print Name: Xxxxxx Xxxxxx
--------------------------
Title: SVP
-------------------------------
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Print Name: Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
-------------------------------
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
SAKURA BANK, LIMITED
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
PNC BANK, NATIONAL ASSOCIATION
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx, VP
----------------------------------
Print Name: XXXXXXX X. XXXXXX
--------------------------
Title: Vice President
-------------------------------
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
SAKURA BANK, LIMITED
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
PNC BANK, NATIONAL ASSOCIATION
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Print Name: Xxxxxxx Xxxxxx
--------------------------
Title: Deputy General Manager
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SAKURA BANK, LIMITED
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
PNC BANK, NATIONAL ASSOCIATION
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
SAKURA BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------------
Print Name: Xxxxxxxx Xxxxxxx
--------------------------
Title: Senior Vice President
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SCHEDULE 2
December 11, 1997
1. BJ's Wholesale Club, Inc. owns 100% of the issued shares of common stock of
the following corporations:
Jurisdiction
------------
Natick Security Corp. Massachusetts
Natick Corporation Delaware
BJ's Export Inc. Barbados
BJ's MA Distribution Center, Inc. Massachusetts
BJ's PA Distribution Center, Inc. Pennsylvania
Mormax Beverages Corp. Delaware
CWC Beverages Corp. Connecticut
FWC Beverages Corp. Florida
JWC Beverages Corp. New Jersey
RWC Beverages Corp. Rhode Island
YWC Beverages Corp. New York
Mormax Corporation Massachusetts
Natick First Realty Corp. Connecticut
Natick Pembroke Realty Corp. Florida
Natick Realty, Inc.(1) Maryland
2. Natick Realty, Inc. owns 100% of the issued shares of capital stock of the
following corporations:
Jurisdiction
------------
Natick Second Realty Corp. Massachusetts
Natick NJ Flemington Realty Corp. New Jersey
Natick Fourth Realty Corp. New Jersey
Natick Fifth Realty Corp. Maryland
Natick Sixth Realty Corp. Connecticut
Natick NH Realty Corp. New Hampshire
Natick NY Realty Corp. New York
Natick MA Realty Corp. Massachusetts
Natick VA Realty Corp. Virginia
Natick NY 1992 Realty Corp. New York
Natick PA Realty Corp. Pennsylvania
Natick Portsmouth Realty Corp. New Hampshire
Natick NJ Realty Corp. New Jersey
Natick NJ 1993 Realty Corp. New Jersey
Natick CT Realty Corp. Connecticut
Natick ME 1995 Realty Corp. Maine
Natick NY 1995 Realty Corp. New York
Natick PA 1995 Realty Corp. Pennsylvania
Jurisdiction
------------
Natick NH 1994 Realty Corp. New Hampshire
Natick MA 1995 Realty Corp. Massachusetts
Natick Lancaster Realty Corp. Pennsylvania
Natick Yorktown Realty Corp. New York
Natick Waterford Realty Corp. Connecticut
Natick Xxxxxxx Realty Corp. New York
Natick Bowie Realty Corp. Maryland
Natick PA Plymouth Realty Corp. Pennsylvania
(1) Natick Realty, Inc. expects to issue preferred stock aggregating 0.1% of
its capital stock in December, 1997.
