AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (this "Amendment"), dated as
of September 9, 1996 (the "Amendment Effective Date"), by
and among REVCO D.S., INC., a Delaware corporation
("Revco"), the undersigned Lenders, BANQUE PARIBAS, a French
banking corporation, and BANK OF AMERICA ILLINOIS, an
Illinois banking corporation, as Managing Agents, and BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent,
W I T N E S S E S:
WHEREAS, certain parties to this Amendment are
parties to that certain Amended and Restated Credit
Agreement, dated as of July 27, 1995, with Revco (as in
effect immediately prior to the Amendment Effective Date,
the "Existing Credit Agreement" and, as amended by this
Amendment, the "Credit Agreement"); and
WHEREAS, Revco has requested that the Revolving
Lenders amend the Existing Credit Agreement in the manner
set forth herein; and
WHEREAS, pursuant to Section 11.1 of the Credit
Agreement, such amendments require the consent of the
Required Lenders thereunder; and
WHEREAS, the undersigned Revolving Lenders have
consented to such amendments on the terms and conditions set
forth herein,
NOW, THEREFORE, in consideration of the premises
and the mutual agreements contained herein, the parties
hereto, intending legally to be bound hereby, agree as
follows:
SECTION 1. Defined Terms; Interpretation. This
Amendment is a Credit Document under the Credit Agreement
and, accordingly, Article I of the Credit Agreement applies
hereto.
SECTION 2. Amendments. On and from the Amendment
Effective Date, the Existing Credit Agreement is hereby
amended as follows:
(a) Section 8.2.3 (Liens) of the Credit Agreement
is amended by adding at the end thereof the following:
; provided that the provisions of this Section
8.2.3 shall not apply to Margin Stock (or that
portion thereof) otherwise subject to such
provisions with a value (determined by any
reasonable method selected by the Required
Lenders) in excess of 25% of the value (as so
determined) of all assets subject to such
provisions (including such Margin Stock or portion
thereof)
(b) Clause (g) of Section 8.2.5 (Investments) of
the Credit Agreement is amended by deleting the amount
"$10,000,000" and substituting the amount "$50,000,000"
in lieu thereof.
(c) Section 8.2.8 (Consolidation, Merger,
Acquisitions, etc.) of the Credit Agreement is amended
by adding after the words "Permitted Material
Acquisition" in clause (b) thereof the words "or
Permitted Strategic Investment" and adding at the end
thereof the following:
, and provided, further, that the provisions of
this Section 8.2.8 shall not apply (i) to any sale
or disposition of Margin Stock for fair
consideration, and (ii) to any Margin Stock (or
that portion thereof) otherwise subject to such
provisions with a value (determined by any
reasonable method selected by the Required
Lenders) in excess of 25% of the value (as so
determined) of all assets subject to such
provisions (including such Margin Stock or portion
thereof)
(d) Section 9.1.6 (Default or Other Indebtedness,
etc.) of the Credit Agreement is amended by adding
after the words "other material agreement" the
following:
(other than a default under terms applicable to
Indebtedness owed to any Revolving Lender or
Affiliate thereof restricting the sale, pledge or
other disposition by Revco of Margin Stock with a
value in excess of 25% of the value of all assets
subject to such terms)
(e) Schedule I to the Credit Agreement
(Definitions) is amended by adding thereto the
following defined terms (in appropriate alphabetical
order):
"Margin Stock" means margin stock (within the
meaning of F.R.S. Board Regulation G, T, U or X).
"Permitted Strategic Investment" means
acquisition by Revco or a Subsidiary thereof of
outstanding capital stock of any Person:
(a) the acquisition of all or
substantially all of the outstanding capital
stock of such Person Revco's Board of
Directors has determined in good faith would
constitute either (x) a Permitted Material
Acquisition or (y) an acquisition permitted
under clause (c) of Section 8.2.8;
(b) which stock has been acquired as
part of a plan for such Permitted Material
Acquisition or acquisition, as the case may
be;
(c) notice of which plan has been given
to the Managing Agents, together with Revco's
computation supporting its determination that
such acquisition will constitute a Permitted
Material Acquisition, if applicable,
including the pro forma tests contemplated by
clause (d) of the definition thereof; and
(d) which stock will be sold or
otherwise disposed by Revco as promptly as
practicable following Revco's determination
not to proceed with such Permitted Material
Acquisition or acquisition, as the case may
be.
SECTION 3. Representations and Warranties. To
induce the Lenders to enter into this Amendment, Revco
represents and warrants to the Administrative Agent, the
Managing Agents and the Revolving Lenders as follows:
(a) the representations and warranties of Revco
contained in Article VII of the Credit Agreement
(except those solely relating to an earlier date) are
true and correct in all material respects on the
Amendment Effective Date; and
(b) no Default has occurred and is continuing on
the date hereof.
SECTION 4. Effectiveness. This Amendment shall be
and become effective if on or before September 30, 1996,
this Amendment has been duly executed and delivered by Revco
to the Administrative Agent and the Administrative Agent has
received evidence satisfactory to it of the due execution
and delivery hereof by the Required Lenders.
SECTION 5. Miscellaneous.
(a) Except as amended hereby, the Existing Credit
Agreement and each other Credit Document remains in
full force and effect and, except as otherwise set
forth herein, Revco hereby ratifies and confirms its
representations, warranties, covenants and agreements
contained in, and liabilities under, the Credit
Agreement and the other Credit Documents.
(b) On and from the Amendment Effective Date,
reference to the Existing Credit Agreement in any
Credit Document shall be deemed to include a reference
to the Credit Agreement, whether or not reference is
made to this Amendment.
(c) This Amendment may be executed in
counterparts, each of which shall be deemed an original
but all of which when taken together shall constitute a
single agreement.
IN WITNESS WHEREOF, the undersigned have caused
this Amendment to be duly executed and delivered by their
respective representatives thereunto duly authorized as of
the date first hereinbefore appearing.
REVCO D.S., INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President,
Finance
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent and Bid
Loan Agent
By: /s/ Xxxx X. Xxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
BANK OF AMERICA ILLINOIS, individually,
as LC Issuer and as Managing Agent
By: /s/ Xxxx X. Xxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
BANKQUE PARIBAS, individually, as LC
Issuer and as Managing Agent
By: /s/ Xxxxx Xxxx
-------------------------
Name: Xxxxx Xxxx
Title: Regional General Manager
By: /s/ Xxxxxx X. X'Xxxxx
-------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Vice President
ABN-AMRO BANK N.V.
BY: ABN AMRO North America, Inc., as
agent
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Group V.P. and Director
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: V.P. and Operational Manager
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ X.X. Xxxxx
-------------------------
Name: X.X. Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank)
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
CITIBANK, N.A.
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ Xxxx Xxx Xxxxx
-------------------------
Name: Xxxx Xxx Xxxxx
Title: Authorized Signature
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Xxxx Xxx Xxxxx
-------------------------
Name: Xxxx Xxx Xxxxx
Title: Vice President and Group Head
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Commercial Banking Officer
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD. CHICAGO BRANCH
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President & Deputy
General Manager
NATIONSBANK, N.A. (CAROLINAS)
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANK OF MONTREAL
By: /s/ X. X. Xxxxxx
-------------------------
Name: X. X. Xxxxxx
Title: Director
THE BANK OF NEW YORK
By: /s/ Xxxxx X. XxXxxxxx
-------------------------
Name: Xxxxx X. XxXxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
-------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan
Operations
CRESTAR BANK
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
THE FUJI BANK, LIMITED
By: /s/ Hidehiko Ide
-------------------------
Name: Hidehiko Ide
Title: General Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Joint General Manager
NATIONAL CITY BANK
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Vice President
THE NIPPON CREDIT BANK, LTD.
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Manager
THE NORTHERN TRUST COMPANY
By: /s/ S. Xxxx Xxxxxx
-------------------------
Name: S. Xxxx Xxxxxx
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
THE YASUDA TRUST & BANKING CO., LTD.
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: Deputy General Manager
