LETTER AMENDMENT
Dated as of April 30, 1997
To the banks, financial institutions and other institutional lenders
(collectively, the "Lenders") parties to the Credit Agreement
referred to below and to Fleet National Bank,
as administrative agent (the "Administrative Agent")
for the Lenders
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of December 23, 1996 (the
"Credit Agreement") among the undersigned, CT Holding, Inc., a Delaware
corporation ("Holding"), and you. Capitalized terms not otherwise defined in
this Letter Amendment have the same meanings as specified in the Credit
Agreement.
The Credit Agreement is, effective of the date of this Letter
Amendment, hereby amended as follows:
(a) Section 5.04(b) of the Credit Agreement is amended by deleting the
portion of the chart therein relating to the fiscal quarters ended April 30,
1997, July 31, 1997, October 31, 1997, January 31, 1998 and April 30, 1998 and
replacing such portion of such chart with the following:
"Four Fiscal Quarters Ending
Closest To Amount
April 30, 1997 $19,000,000
July 31, 1997 $19,000,000
October 31, 1997 $19,000,000
January 31, 1998 $20,000,000
April 30, 1998 $20,000,000."
(b) Section 5.04(c) of the Credit Agreement is amended by deleting the
portion of the chart therein relating to the fiscal quarters ended January 31,
1998 and April 30, 1998 and replacing such portion of such chart with the
following:
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"Four Fiscal Quarters Ending
Closest To Amount
January 31, 1998 1.60
April 30, 1998 1.60."
(c) Section 5.04(d) of the Credit Agreement is amended by deleting the
portion of the chart therein relating to the fiscal quarters ended April 30,
1997, July 31, 1997, October 31, 1997, January 31, 1998 and April 30, 1998 and
replacing such portion of such chart with the following:
"Four Fiscal Quarters Ending
Closest To Amount
April 30, 1997 6.80
July 31, 1997 6.20
October 31, 1997 6.20
January 31, 1998 6.20
April 30, 1998 6.20."
This Letter Amendment shall become effective as of the date first above
written when, and only when, the Administrative Agent shall have received
counterparts of this Letter Amendment executed by us, Holding and the Required
Lender or, as to any of the Lenders, advice satisfactory to the Administrative
Agent that such Lender has executed this Letter Amendment. This Letter Amendment
is subject to the provisions of Section 8.01 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each reference
in the Credit Agreement to "this Agreement," "hereunder," "hereof" or words of
like import referring to the Credit Agreement, and each reference in the other
Loan Documents to "the Credit Agreement," "thereunder," "thereof" or words of
like import referring to this Credit Agreement, shall mean and be a reference to
the Credit Agreement, as amended by this Letter Amendment.
The Credit Agreement, as specifically amended by this Letter Amendment,
and the Notes and each of the other Loan Documents 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 and
all of the Collateral described therein do and shall continue to secure the
payment of all Obligations of the Loan Parties under the Loan Documents. The
execution, delivery and effectiveness of this Letter Amendment shall not, except
as expressly provided herein, operate as a waiver of any right, power or remedy
of any Lender or the Administrative Agent under any of the Loan Documents, not
constitute a waiver of any provision of any of the Loan Documents.
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If you agree to the terms and provisions of this Letter Amendment,
please evidence such agreement by executing and returning at least two
counterparts of this Letter Amendment to Xxxxx X. X'Xxxxxxxx, Xxxxxxxx &
Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
This Letter 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. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
This Letter Amendment shall be governed by, and construed in accordance
with, the Laws of the State of New York.
Very truly yours,
CENTRAL TRACTOR FARM & COUNTRY, INC.
By /s/ Xxxx Xxxxxxxxxx
Title: Exec. V.P.
CT HOLDING, INC.
By /s/ Xxxxxx X. Xxxxx
Title:
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Agreed as of the date first above written:
FLEET NATIONAL BANK,
as Administrative Agent and as Lender
By /s/ Xxxx X. Xxxxxx
Title: Managing Director
NATIONSBANK, N.A.,
as Co-Agent and as Lender
By
Title:
XXXXXX FINANCIAL, INC.
By /s/ Xxxxxxxxx Xxxxxxxx
Title: AVP
NORWEST BANK, IOWA, N.A.
By /s/ Xxxxxx X. Xxxxx
Title: Vice President
