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EXHIBIT 99.2
NINTH AMENDMENT TO CREDIT AGREEMENT
NINTH AMENDMENT (this "Amendment"), dated as of January 25, 1997, among
Pueblo Xtra International, Inc. ("PXI"), Pueblo International, Inc. ("Pueblo"),
Xtra Super Food Centers, Inc. ("Xtra"), the Banks party to the Credit Agreement
referred to below, The Chase Manhattan Bank and Scotiabank de Puerto Rico
("Scotiabank"), as Managing Agents, and Scotiabank, as Administrative Agent.
A.1 capitalized terms defined in the Credit Agreement shall have the same
meaning when used herein unless otherwise defined herein.
W I T N E S S E T H :
WHEREAS, PXI, Pueblo, Xtra, the Banks, the Managing Agents and the
Administrative Agent have entered into the Credit Agreement dated as of July
21, 1993 and amended by the First Amendment thereto dated as of August 2, 1993,
the Second Amendment thereto dated as of December 15, 1993, the Third Amendment
thereto dated as of January 31, 1994, the Fourth Amendment thereto dated as of
April 8, 1994, the Fifth Amendment thereto dated as of August 11, 1995, the
Sixth Amendment thereto dated as of November 3, 1995, the Seventh Amendment
thereto dated as of January 26, 1996 and the Eighth Amendment thereto dated as
of November 1, 1996 (as so amended, the "Credit Agreement");
WHEREAS, the parties to this Amendment wish to amend the Credit
Agreement as herein provided;
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NOW, THEREFORE, it is agreed:
1. On the Amendment Effective Date, Section 8.09 of the Credit Agreement
shall be amended by (i) deleting the five amounts set forth opposite "January
25, 1997", "May 17, 1997", "August 19, 1997", "November 1, 1997" and "January
31, 1998", respectively, in the chart therein and (ii) inserting in lieu
thereof the respective amounts "$47,000,000", "$42,700,000", "$40,500,000",
"$44,300,000" and "$52,100,000".
2. On the Amendment Effective Date, Section 8.10 of the Credit
Agreement shall be amended by (i) deleting the five ratios set forth opposite
"January 25, 1997", "May 17, 1997", "August 19, 1997", "November 1, 1997" and
"January 31, 1998", respectively, in the chart therein and (ii) inserting in
lieu thereof the respective ratios "1.05:1", "0.95:1", "0.85:1", "0.95:1" and
"1.15:1".
3. On the Amendment Effective Date, Section 8.11 of the Credit
Agreement shall be amended by (i) deleting the five ratios set forth opposite
"January 25, 1997", "May 17, 1997", "August 19, 1997", "November 1, 1997" and
"January 31, 1998", respectively, in the chart therein and (ii) inserting in
lieu thereof the respective ratios "1.55", "1.55", "1.45", "1.55" and "1.75".
4. On the Amendment Effective Date, Section 8.12 of the Credit
Agreement shall be amended by (i) deleting the five ratios set forth opposite
"January 25, 1997", "May 17, 1997", "August 19, 1997", "November 1, 1997" and
"January 31, 1998", respectively, in the chart therein and (ii) inserting in
lieu thereof the respective ratios "6.50:1", "6.85:1", "7.15:1", "6.50:1" and
"5.30:1".
5. On the Amendment Effective Date, Section 8.14 of the Credit
Agreement shall be amended by (i) deleting the five amounts set forth opposite
"January 25, 1997", "May 17, 1997", "August 19, 1997", "November 1, 1997" and
"January 31, 1998", respectively, in the chart therein and (ii) inserting in
lieu thereof the respective amounts "$31,000,000", "$31,300,000",
"$28,300,000", $25,800,000" and "$27,000,000".
6. On the Amendment Effective Date, the Revolving Commitment of each of
Scotiabank and NationsBank N.A. (South) ("NationsBank") shall be increased by
$5,000,000 (and Schedule I shall be deemed to have been modified to reflect
such increased Revolving Commitments and the correspondingly increased Total
Revolving Commitment) and, in connection with such increase, Pueblo shall, in
coordination with the Administrative Agent and the XX Xxxxx, repay outstanding
Revolving Loans of
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certain XX Xxxxx and, if necessary, incur additional Revolving Loans from other
XX Xxxxx, in each case so that the XX Xxxxx participate in each Borrowing of
Revolving Loans pro rata on the basis of their Revolving Commitments (after
giving effect to this Amendment). It is hereby agreed that any breakage costs
incurred by the XX Xxxxx in connection with the repayment of Revolving Loans
contemplated by this paragraph 7 shall be for the account of Pueblo. The
repayments described in this paragraph 7 shall not have effect under Section
3.03(h)(i) of the Credit Agreement (as added by the Eighth Amendment referred to
in the first "WHEREAS" clause above).
7. On the Amendment Effective Date, Section 10 of the Credit Agreement
shall be amended by adding the following new defined term in alphabetical order:
"Florida RE Charge" shall mean for any period ending on or prior
to November 1, 1997, a one-time, non-recurring charge derived from the
write down in value of the Florida real estate assets of Pueblo held for
sale at the end of the fiscal year ended January 25, 1997 to the extent
not in excess of $4,160,000.
8. On the Amendment Effective Date, Section 10 of the Credit Agreement
shall be amended by adding the following clause (z) to the end of the
definition of "Consolidated Net Worth":
"or (z) the Florida RE Charge and up to $2.3 million of other
nonrecurring charges."
9. On the Amendment Effective Date, Section 10 of the Credit Agreement
shall be amended by adding the following proviso to the end of the definition
of "EBITDA":
"; provided that for purposes of determining EBITDA for Sections 8.09,
8.10, 8.11 and 8.12 for any period ending on or prior to November 1,
1997 EBITDA shall not include the Florida RE Charge and up to $2.3
million of other nonrecurring charges."
10. For purposes of calculating the "Fixed Charge Coverage Ratio" under
Section 8.10 for the periods ending on and including May 17, 1997 through and
including January 31, 1998, the term "Adjusted Unutilized Revolving Commitment"
appearing in clause (y) of the definition of "Fixed Charge Coverage Ratio"
shall be replaced with "Total Unutilized Revolving Commitment".
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11. In order to induce the Banks to enter into this Amendment, each of
PXI, Pueblo and Xtra hereby represents and warrants that (i) no Default or
Event of Default exists on the Amendment Effective Date before (except for
Defaults or Events of Default arising pursuant to Sections 8.09, 8.10, 8.11,
8.12 and 8.14 of the Credit Agreement) or after giving effect to this Amendment
and (ii) each of the representations and warranties contained in the Credit
Agreement are true and correct in all material respects on the Amendment
Effective Date both before and after giving effect to this Amendment.
12. This Amendment shall become effective as of January 25, 1997 on the
date (the "Amendment Effective Date") on which (i) PXI, Pueblo, Xtra,
Scotiabank and NationsBank and the Required Banks shall have executed a
counterpart hereof and shall have delivered the same to the Administrative
Agent, including by way of telecopier and (ii) Pueblo shall have delivered
replacement Revolving Notes to Scotiabank and NationsBank.
13. Pueblo hereby agrees to pay to the Administrative Agent for the
account of each Non-Defaulting RC Bank which has approved, executed and
delivered a copy of this Amendment as set forth in paragraph 12 hereof by 5:00
p.m. April 3, 1997 on the last Business Day of each calendar month from April
1997 through December 1997, inclusive, a fee equal to 1/9 of 1 1/2% of (x)
such Bank's Revolving Commitment in effect at the time of such payment and (y)
the principal amount of the Term Loans made by such Bank that are outstanding
at the time of such payment, it being understood that no Revolving Commitment
shall be in effect and no Term Loans shall be outstanding for purposes of this
Section 13 after any amendment and restatement of the Credit Agreement.
14. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
15. The amendments set forth herein are limited precisely as written
and shall not be deemed to be an amendment, consent, waiver or modification of
any other term or condition of the Credit Agreement or any of the instruments
or agreements referred to therein, or prejudice any right or rights which the
Administrative Agent or the Banks may now have or may have in the future under
or in connection with the Credit Agreement, or any of the instruments or
agreements referred to therein. Except as expressly modified hereby, the terms
and provisions of the Credit Agreement shall continue in full force and effect.
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16. This Amendment may be executed in two or more counterparts which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
17. From and after the Amendment Effective Date, all references in the
Credit Agreement and each of the Credit Documents to the Credit Agreement shall
be deemed to be references to such Credit Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.
PUEBLO XTRA INTERNATIONAL, INC.
By /s/ XXXXXXX X. XXXX, III
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Name: Xxxxxxx X. Xxxx, III
Title: President
PUEBLO INTERNATIONAL, INC.
By /s/ XXXXXXX X. XXXX, III
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Name: Xxxxxxx X. Xxxx, III
Title: President
XTRA SUPER FOOD CENTERS, INC.
By /s/ XXXXXXX X. XXXX, III
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Name: Xxxxxxx X. Xxxx, III
Title: President
SCOTIABANK DE PUERTO RICO,
as Administrative Agent,
a Managing Agent and a
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Bank
By /s/ XXXXX X. XXXXXXXX
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Name: /s/ Xxxxx X. Xxxxxxxx
Title: Chairman and CEO
THE CHASE MANHATTAN BANK,
N.A., as a Managing Agent
and a Bank
By
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Name:
Title:
THE BANK OF NOVA SCOTIA
By /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Sr. Vice President
BANCO POPULAR DE PUERTO RICO
By /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: Vice President
BANCO SANTANDER PUERTO RICO
By /s/ XXX XXXXXXXX XXXXXXX
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Name: Xxx Xxxxxxxx Xxxxxxx
Title: Senior Vice President
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THE FIRST NATIONAL BANK OF
BOSTON
By
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Name:
Title:
NATIONAL CITY BANK
By /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Vice President
NATIONSBANK, N.A. (South)
By /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CITIBANK, N.A.
By /s/ XXXXXXXX XXXXX
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Name: Xxxxxxxx Xxxxx
Title: Vice President
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