Exhibit 10(r)
AMENDMENT, dated as of August 17, 1998 (this "Amendment"), to and of the
Credit Agreement, dated as of September 8, 1994 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among STAR
MARKETS COMPANY, INC. (the "Company"), the Lenders from time to time parties
thereto (the "Lenders") and THE CHASE MANHATTAN BANK as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Company has requested the Lenders and the Administrative
Agent to amend the Credit Agreement to reflect the impact of a sale/leaseback
transaction completed in March 1998, $18.4 million of the Net Proceeds of which
were applied pro rata to the Term Loans; and
WHEREAS, the Lenders and the Administrative Agent are willing to so amend
the Credit Agreement, but only on, and subject to, the terms and conditions
hereof;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company, the Lenders and the
Administrative Agent hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined herein, terms defined
in the Credit Agreement are used herein as therein defined.
Section 2. Amendment of Subsection 10.8 (Consolidated EBITDA).
Subsection 10.8 is hereby deleted in its entirety and the following is
substituted in lieu thereof:
10.8 Consolidated EBITDA. At the last day of any fiscal quarter set
forth below, permit Consolidated EBITDA for the period of four fiscal quarters
ending on such day to be less than the amount set forth opposite such fiscal
quarter below:
Fiscal Year Fiscal Quarter Amount
---------- -------------- ------
1998 Second $47,500,000
Third 48,800,000
Fourth 50,900,000
1999 First 50,900,000
Second 50,900,000
Third 53,400,000
Fourth 55,900,000
Fiscal Year Fiscal Quarter Amount
----------- -------------- ------
2000 First $55,900,000
Second 58,400,000
Third 60,900,000
Fourth 65,900,000
2001 First 65,900,000
Second 68,400,000
Third 70,900,000
Fourth 75,900,000
2002 First 75,900,000
Second 78,400,000
Third 80,900,000
Fourth 83,400,000
2003 First 83,400,000
Second 85,900,000
Third 88,400,000
Section 3. Amendment of Subsection 10.10(a) (Interest Coverage). The
Third and Fourth Fiscal Quarter of 1998 is hereby deleted and the following is
substituted in lieu thereof:
Fiscal Year Fiscal Quarter Amount
----------- -------------- ------
1998 Third 1.35 to 1
Fourth 1.35 to 1
Section 4. Representation and Warranties. To induce the Lenders to enter
into this Amendment, the Company hereby represents and warrants to the Lenders
as of the date first above written that the representations and warranties made
by the Company in the Credit Documents are true and correct in all material
respects on and as of the date first above written, after giving effect to the
effectiveness of this Amendment, as if made on and as of the date first above
written unless expressly stated to relate to an earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date.
Section 5. Miscellaneous. (a) Except for the amendments and waivers
expressly provided herein, the Credit Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms. The amendments
and waivers provided herein shall be limited precisely as drafted and shall not
be construed to be an amendment or waiver of any other provision of the Credit
Agreement other than as specifically provided herein.
(b) The Company hereby confirms that, after giving effect hereto, each
Credit Document to which it is a party remains in full force and effect in
accordance with its terms.
(c) The Company agrees to pay or reimburse the Administrative Agent for
all of its out-of-pocket costs and reasonable expenses incurred in connection
with the Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of Simpson Thacher & Bartlett counsel to the
Administrative Agent.
(d) This Amendment may be executed in any number of counterparts by the
parties hereto, and all of said counterparts when taken together shall be deemed
to constitute one and the same instrument.
(e) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the date first above written.
STAR MARKETS COMPANY, INC.
By:
--------------------------------
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent, Issuing Lender
and a Lender
By:
--------------------------------
Title:
BANKERS TRUST COMPANY
By:
--------------------------------
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
--------------------------------
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:
--------------------------------
Title:
By:
--------------------------------
Title:
CAPTIVA FINANCE LTD.
By:
--------------------------------
Title:
FLEET NATIONAL BANK
By:
--------------------------------
Title:
ERSTE BANK DER OSTERREICHISCHEN
STARKASSEN AG
By:
--------------------------------
Title:
KZH HOLDING CORPORATION III
By:
--------------------------------
Title:
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By:
--------------------------------
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By:
-------------------------------
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
-------------------------------
Title:
ML CBO IV (CAYMAN) LTD.
By:
-------------------------------
Title:
THE FLOATING RATE PORTFOLIO
By:
-------------------------------
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:
-------------------------------
Title:
PRIME INCOME TRUST
By:
-------------------------------
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By:
--------------------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management Research, as
Investment Advisor
By:
--------------------------------
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
--------------------------------
Title:
STRATA FUNDING LTD.
By:
--------------------------------
Title:
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By:
--------------------------------
Title:
KZH-SOLEIL CORPORATION
By:
-------------------------------
Title:
KZH-IV CORPORATION
By:
-------------------------------
Title:
PAMCO CAYMAN LTD.
By:
-------------------------------
Title:
SPS SWAPS
By:
-------------------------------
Title:
Consented to by:
----------------
STAR MARKETS HOLDINGS, INC.
By:
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Title: