Exhibit 10.3
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 10, 2002 (this "Amendment"),
to the Credit Agreement, dated as of June 6, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Roundy's
Acquisition Corp., a Delaware corporation ("Holdings"), Roundy's Inc., a
Wisconsin corporation (the "Borrower"), the several banks, financial
institutions and other entities from time to time parties thereto (the
"Lenders"), Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), Bear Stearns Corporate Lending Inc., as
administrative agent (in such capacity, the "Administrative Agent"), Canadian
Imperial Bank of Commerce, as syndication agent (in such capacity, the
"Syndication Agent"), and the institutions listed in the Credit Agreement as
documentation agents (in such capacity, the "Documentation Agent"). Terms
defined in the Credit Agreement and not otherwise defined herein are used herein
with the meanings so defined.
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrower;
WHEREAS, Holdings and the Borrower have requested certain
amendments to the Credit Agreement as more fully set forth herein; and
WHEREAS, the Lenders have agreed to such amendments but only on
the terms and conditions contained in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
SECTION 2. Amendments to Subsection 1.1. Section 1.1 of the Credit
Agreement is hereby amended by inserting the following new definitions in the
appropriate alphabetical order:
"Mandatory Prepayment Date": as defined in Section 4.2(e).
"Permitted Acquisition": as defined in Section 8.2(h).
"Prepayment Option Notice": as defined in Section 4.2(e).
2
"Replacement Acquisition": as defined in Section 8.2(h).
"Total Prepayment Amount": as defined in Section 4.2(e).
SECTION 3. Amendment to Section 4.2. Section 4.2 of the Credit
Agreement is hereby amended by adding a new paragraph (e), as follows:
(e) If, after the Closing Date, any Indebtedness shall be
incurred by the Borrower pursuant to Section 8.2(h) and the Borrower does
not consummate either a Permitted Acquisition or a Replacement Acquisition
within 180 days after the incurrence of such Indebtedness, then an amount
equal to 100% of the Net Cash Proceeds thereof shall be applied on the date
which is 180 days after the incurrence of such Indebtedness toward the
prepayment of the Term Loans as set forth in Section 4.8(b).
Notwithstanding anything to the contrary in Section 4.2(d), 4.2(e) or 4.8,
with respect to the amount of any mandatory prepayment described in the
previous sentence (such amount, the "Total Prepayment Amount"), the
Borrower will, in lieu of applying such amount to the prepayment of Term
Loans, as provided above, on the date specified above for such prepayment,
give the Administrative Agent telephonic notice (promptly confirmed in
writing) requesting that the Administrative Agent prepare and provide to
each Term Lender a notice (each, a "Prepayment Option Notice") as described
below (it being understood that for purposes of Section 9(a), the Total
Prepayment Amount shall be due and payable on the Mandatory Prepayment Date
in lieu of the date specified in the first sentence of this Section
4.2(e)). As promptly as practicable after receiving such notice from the
Borrower, the Administrative Agent will send to each Term Lender a
Prepayment Option Notice, which shall be in the form of Exhibit I, and
shall include an offer by the Borrower to prepay on the date (each a
"Mandatory Prepayment Date") that is 10 Business Days after the date of the
Prepayment Option Notice, the relevant Term Loans of such Lender by an
amount equal to such Lender's pro rata portion of the Total Prepayment
Amount (based upon the respective outstanding principal amount of the Term
Loans then held by the Term Lenders) indicated in such Lender's Prepayment
Option Notice. On the Mandatory Prepayment Date, (i) the Borrower shall pay
to the relevant Term Lenders the aggregate amount necessary to prepay that
portion of the outstanding relevant Term Loans in respect of which such
Lenders have accepted prepayment as described above and (ii) the Borrower
shall be entitled to retain the remaining portion of the Total Prepayment
Amount not accepted by the relevant Lenders.
SECTION 4. Amendment to Section 8.2. Section 8.2(h) of the Credit
Agreement is hereby amended in its entirety to read as follows:
Indebtedness incurred by the Borrower to finance any Acquisition
permitted under Section 8.8(i)(a "Permitted Acquisition") in an aggregate
principal amount not to exceed $75,000,000 at any time outstanding;
provided, that such Indebtedness is
3
either (x) an Additional Acquisition Extension of Credit or (y) is
subordinated to the same extent as the obligations of the Borrower in
respect of the Senior Subordinated Notes; provided further, that (A) if
such Indebtedness is to be incurred to finance a Permitted Acquisition
prior to the consummation of such Permitted Acquisition, the Borrower must
have entered into a definitive purchase agreement with respect to such
Permitted Acquisition prior to incurring such Indebtedness and the Borrower
shall either (x) consummate such Permitted Acquisition within 180 days from
the incurrence of such Indebtedness or (y) either (I) in each case within
180 days from the incurrence of such Indebtedness (i) terminate such
definitive purchase agreement, (ii) enter into another definitive purchase
agreement with respect to another Permitted Acquisition (a "Replacement
Acquisition") and (iii) consummate such Replacement Acquisition or (II)
apply the Net Cash Proceeds of such Indebtedness toward the prepayment of
the Term Loans as set forth in Section 4.2(e), and (B) if such Indebtedness
is to be incurred to finance a Permitted Acquisition after the date of the
consummation of such Permitted Acquisition, such Indebtedness must be
incurred within 180 days of the date such Permitted Acquisition was
consummated;
SECTION 5. Conditions to Effectiveness. Conditions to Effectiveness.
This Amendment shall become effective on the date (the "Amendment Effective
Date") on which the Administrative Agent shall have received this Amendment,
executed and delivered by a duly authorized officer of each of Holdings, the
Borrower and the Required Lenders.
SECTION 6. Representations and Warranties. The Borrower represents and
warrants to the Administrative Agent and the Lenders that as of the Amendment
Effective Date, after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing and the representations and warranties
made by the Borrower in or pursuant to the Credit Agreement or any other Loan
Document are true and correct in all material respects on and as of the
Amendment Effective Date as if made on such date (except to the extent that any
such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties were true and correct in all
material respects on and as of such earlier date).
SECTION 7. Continuing Effect of the Credit Agreement. This Amendment
shall not constitute an amendment or waiver of or consent to any provision of
the Credit Agreement not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any action on the part of the Borrower
that would require an amendment, waiver or consent of the Administrative Agent
or the Lenders except as expressly stated herein. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect in accordance with its terms.
SECTION 8. Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by facsimile), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
4
SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
ROUNDY'S ACQUISITION CORP.
By: /s/ Robert A. Mariano
---------------------------------
Name: Robert A. Mariano
Title: President
ROUNDY'S, INC.
By: /s/ Edward G. Kitz
---------------------------------
Name: Edward G. Kitz
Title: Vice President, Secretary
& Treasurer
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent and as a Lender
By: /s/ Victor Bulzacchelli
-------------------------
Name: VICTOR BULZACCHELLI
Title: AUTHORIZED AGENT
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
AMMC CDO I, LIMITED
----------------------------------------
Name of Financial Institution
By: American Money Management Corp.,
as Collateral Manager
By /s/ David P. Meyer
-------------------------------------
Name: David P. Meyer
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
AMMC CDO II, LIMITED
----------------------------------------
Name of Financial Institution
By: American Money Management Corp.,
as Collateral Manager
By /s/ David P. Meyer
-------------------------------------
Name: David P. Meyer
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Archimedes Funding IV (Cayman), Ltd.
----------------------------------------
Name of Financial Institution
By: ING Capital Advisors LLC, as
Collateral Manager
By /s/ John J. D'Angelo
--------------------------------------
Name: John J. D'Angelo
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
ASSOCIATED BANK, N.A.
----------------------------------------
Name of Financial Institution
By: /s/ Mark Matthiesen
-------------------------------------
Name: MARK MATTHIESEN
Title: VICE PRESIDENT
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Balanced High Yield Fund II, Ltd.
----------------------------------------
Name of Financial Institution
By: ING Capital Advisors LLC, as Asset
Manager
By: /s/ John J. D'Angelo
-------------------------------------
Name: John J. D'Angelo
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Bank One, NA
----------------------------------------
Name of Financial Institution
By /s/ Patrick C. O'Connor
--------------------------------------
Name: Patrick C. O'Connor
Title: First Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Bear Stearns Investment Products Inc.
----------------------------------------
Name of Financial Institution
By /s/ Victor F. Bulzacchelli
--------------------------------------
Name: VICTOR F. BULZACCHELLI
Title: AUTHORIZED AGENT
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
CIBC, INC., as Lender
----------------------------------------
Name of Financial Institution
By /s/ Brian E. O'Callahan
--------------------------------------
Name: Brian E. O'Callahan
Title: Executive Director
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Comerica Bank
----------------------------------------
Name of Financial Institution
By /s/ Kathleen M. Kasperek
--------------------------------------
Name: Kathleen M. Kasperek
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
COSTANTINUS EATON VANCE CDO V, LTD
----------------------------------------
Name of Financial Institution
By: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED AS
OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002, AMONG
ROUNDY'S ACQUISITION CORP., ROUNDY'S,
INC., THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD ARRANGER, BEAR
STEARNS CORPORATE LENDING INC., AS
ADMINISTRATIVE AGENT, CANADIAN IMPERIAL
BANK OF COMMERCE, AS SYNDICATION AGENT,
AND THE INSTITUTIONS LISTED IN THE CREDIT
AGREEMENT AS DOCUMENTATION AGENTS.
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an
affiliate
------------------------------------------
Name of Financial Institution
By /s/ John P. Thacker
---------------------------------------
Name: JOHN P. THACKER
Title: CHIEF CREDIT OFFICER
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager
for DENALI CAPITAL CLO II, LTD., or an
affiliate
----------------------------------------
Name of Financial Institution
By /s/ John P. Thacker
-------------------------------------
Name: JOHN P. THACKER
Title: CHIEF CREDIT OFFICER
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager
for DENALI CAPITAL CLO III, LTD., or an
affiliate
----------------------------------------
Name of Financial Institution
By /s/ John P. Thacker
-------------------------------------
Name: JOHN P. THACKER
Title: CHIEF CREDIT OFFICER
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
EATON VANCE CDO III, LTD.
----------------------------------------
Name of Financial Institution
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/ PAYSON F. SWAFFIELD
-------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
EATON VANCE CDO IV, LTD.
----------------------------------------
Name of Financial Institution
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/ PAYSON F. SWAFFIELD
-------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
SIGNATURE PAGE TO FIRST AMENDMENT DATED AS
OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002, AMONG
ROUNDY'S ACQUISITION CORP., ROUNDY'S, INC.,
THE LENDERS PARTY THERETO, BEAR, STEARNS &
CO. INC., AS LEAD ARRANGER, BEAR STEARNS
CORPORATE LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF COMMERCE,
AS SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
-------------------------------------------
Name of Financial Institution
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/ PAYSON F. SWAFFIELD
----------------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO
THE CREDIT AGREEMENT DATED AS OF
JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S INC.,
THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD
ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF
COMMERCE, AS SYNDICATION AGENT, AND
THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION
AGENTS.
EATON VANCE SENIOR INCOME TRUST
-----------------------------------
Name of Financial Institution
BY: EATON VANCE MANAGEMENT AS
INVESTMENT ADVISOR
By /s/ Payson F. Swaffield
--------------------------------
Name: Payson F. Swaffield
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO
THE CREDIT AGREEMENT DATED AS OF
JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S INC.,
THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD
ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF
COMMERCE, AS SYNDICATION AGENT, AND
THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION
AGENTS.
ELF Funding Trust III
-----------------------------------
Name of Financial Institution
By: New York Life Investment
Management, LLC as Attorney-in-
Fact
By /s/ R. H. Dial
--------------------------------
Name: R. H. Dial
Title: V.P.
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO
THE CREDIT AGREEMENT DATED AS OF
JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S INC.,
THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD
ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF
COMMERCE, AS SYNDICATION AGENT, AND
THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION
AGENTS.
GRAYSON & CO
-----------------------------------
Name of Financial Institution
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By /s/ PAYSON F. SWAFFIELD
--------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Hamilton CDO, Ltd.
----------------------------------------
Name of Financial Institution
By: Stanfield Capital Partners LLC
As its Collateral Manager
By /s/ Christopher A. Bondy
-------------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Harris Trust and Savings Bank
----------------------------------------
Name of Financial Institution
By /s/ Julie K. Hossack
-------------------------------------
Name: Julie K. Hossack
Title: Managing Director
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
ING - ORYX CLO, Ltd.
----------------------------------------
Name of Financial Institution
By: ING Capital Advisors LLC, as
Collateral manager
By /s/ John J. D'Angelo
--------------------------------------
Name: John J. D'Angelo
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
LaSalle Bank N.A.
----------------------------------------
Name of Financial Institution
By /s/ [ILLEGIBLE]
--------------------------------------
Name:
Title: Senior Vice President
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION
CORP., ROUNDY'S, INC., THE LENDERS
PARTY THERETO, BEAR, STEARNS & CO.
INC., AS LEAD ARRANGER, BEAR STEARNS
CORPORATE LENDING INC., AS
ADMINISTRATIVE AGENT, CANADIAN
IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE
INSTITUTIONS LISTED IN THE CREDIT
AGREEMENT AS DOCUMENTATION AGENTS.
M&I Marshall & Ilsley Bank
--------------------------------------
Name of Financial Institution
By /s/ Leo D. Freeman
-----------------------------------
Name: Leo D. Freeman
Title: Vice President
By /s/ James R. Miller
-----------------------------------
Name: James R. Miller
Title: Vice President
SIGNATURE PAGE TO THE FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION
CORP., ROUNDY'S, INC., THE LENDERS
PARTY THERETO, BEAR, STEARNS & CO.
INC., AS LEAD ARRANGER, BEAR STEARNS
CORPORATE LENDING INC., AS
ADMINISTRATIVE AGENT, CANADIAN
IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE
INSTITUTIONS LISTED IN THE CREDIT
AGREEMENT AS DOCUMENTATION AGENTS.
New Alliance Global CDO, Limited
By: Alliance Capital Management L.P.,
as Sub-Advisor
By: Alliance Capital Management Corp,
as General Partner
By: /s/ Sverker Johansson
----------------------------------
Name: Sverker Johansson
Title: Vice President
Monument Capital Ltd., as Assignee
By: Alliance Capital Management L.P.,
as Investment Manager
By: Alliance Capital Management Corp,
as General Partner
By: /s/ Sverker Johansson
----------------------------------
Name: Sverker Johansson
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT DATED AS OF
DECEMBER 10, 2002, TO THE CREDIT AGREEMENT
DATED AS OF JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S, INC., THE LENDERS
PARTY THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE LENDING
INC., AS ADMINISTRATIVE AGENT, CANADIAN
IMPERIAL BANK OF COMMERCE, AS SYNDICATION
AGENT, AND THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION AGENTS.
New York Life Insurance and Annuity Corporation
-----------------------------------------------
Name of Financial Institution
By: New York Life Investment Management, LLC,
its Investment Manager
By /s/ R.H. Dial
-------------------------------------------
Name: R.H. Dial
Title: V.P.
SIGNATURE PAGE TO FIRST AMENDMENT DATED AS OF
DECEMBER 10, 2002, TO THE CREDIT AGREEMENT
DATED AS OF JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S, INC., THE LENDERS
PARTY THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE LENDING
INC., AS ADMINISTRATIVE AGENT, CANADIAN
IMPERIAL BANK OF COMMERCE, AS SYNDICATION
AGENT, AND THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION AGENTS.
NORTHWOODS CAPITAL, LIMITED
-----------------------------------------------
Name of Financial Institution
By: ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER
By /s/ John W. Fraser
--------------------------------------------
Name: JOHN W. FRASER
Title: MANAGING DIRECTOR
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO
THE CREDIT AGREEMENT DATED AS OF
JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S, INC.,
THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD
ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF
COMMERCE, AS SYNDICATION AGENT, AND
THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION
AGENTS.
NORTHWOODS CAPITAL II, LIMITED
-----------------------------------
Name of Financial Institution
By: ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER
By /s/ JOHN W. FRASER
--------------------------------
Name: JOHN W. FRASER
Title: MANAGING DIRECTOR
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO
THE CREDIT AGREEMENT DATED AS OF
JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S, INC.,
THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD
ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF
COMMERCE, AS SYNDICATION AGENT, AND
THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION
AGENTS.
NORTHWOODS CAPITAL III, LIMITED
-----------------------------------
Name of Financial Institution
By: ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER
By /s/ JOHN W. FRASER
--------------------------------
Name: JOHN W. FRASER
Title: MANAGING DIRECTOR
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO
THE CREDIT AGREEMENT DATED AS OF
JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S, INC.,
THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD
ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF
COMMERCE, AS SYNDICATION AGENT, AND
THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION
AGENTS.
OXFORD STRATEGIC INCOME FUND
-----------------------------------
Name of Financial Institution
By: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/ PAYSON F. SWAFFIELD
--------------------------------
Name: PAYSON F. SWAFFIELD
Title: VICE PRESIDENT
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
PPM SHADOW CREEK FUNDING LLC
----------------------------------------
Name of Financial Institution
By: /s/ Diana L Mushill
-------------------------------------
Name: DIANA L. MUSHILL
Title: ASST. VICE PRESIDENT
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
PPM SPYGLASS FUNDING TRUST
----------------------------------------
Name of Financial Institution
By: /s/ Diana L Mushill
-------------------------------------
Name: DIANA L. MUSHILL
Title: AUTHORIZED AGENT
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank
Nederland" New York Branch
----------------------------------------
By: /s/ Ivan Rodriguez
-------------------------------------
Name: Ivan Rodriguez
Title: Vice President
/s/ Andre Blom
----------------------------------------
Andre Blom
Managing Director
Credit Risk Management
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Sequils - ING I (HBDGM), Ltd.
----------------------------------------
Name of Financial Institution
By: ING Capital Advisors LLC, as
Collateral Manager
By: /s/ John J. D'Angelo
-------------------------------------
Name: John J. D'Angelo
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO THE
CREDIT AGREEMENT DATED AS OF JUNE 6,
2002, AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
SENIOR DEBT PORTFOLIO
----------------------------------------
Name of Financial Institution
By: Boston Management and Research as
Investment Advisor
By: /s/ Payson F. Swaffield
-------------------------------------
Name: PAYSON F. SWAFFIELD
Title: Vice President
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO
THE CREDIT AGREEMENT DATED AS OF
JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S INC.,
THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD
ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF
COMMERCE, AS SYNDICATION AGENT, AND
THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION
AGENTS.
SEQUILS-Glace Bay, Ltd.
By Royal Bank of Canada as
Collateral Manager
By: /s/ Melissa Marano
------------------------------
Name: Melissa Marano
Title: Director
SIGNATURE PAGE TO FIRST AMENDMENT
DATED AS OF DECEMBER 10, 2002, TO
THE CREDIT AGREEMENT DATED AS OF
JUNE 6, 2002, AMONG ROUNDY'S
ACQUISITION CORP., ROUNDY'S, INC.,
THE LENDERS PARTY THERETO, BEAR,
STEARNS & CO. INC., AS LEAD
ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE
AGENT, CANADIAN IMPERIAL BANK OF
COMMERCE, AS SYNDICATION AGENT, AND
THE INSTITUTIONS LISTED IN THE
CREDIT AGREEMENT AS DOCUMENTATION
AGENTS.
Stanfield Arbitrage CDO, Ltd.
-----------------------------------
Name of Financial Institution
By: Stanfield Capital Partners LLC
as its Collateral Manager
By /s/ Christopher A. Bondy
--------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Stanfield CLO Ltd.
----------------------------------------
Name of Financial Institution
By: Stanfield Capital Partners LLC
as its Collateral Manager
By /s/ Christopher A. Bondy
-------------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Stanfield Quattro CLO, Ltd.
----------------------------------------
Name of Financial Institution
By: Stanfield Capital Partners LLC
As its Collateral Manager
By /s/ Christopher A. Bondy
-------------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
Stanfield/RMF Transatlantic CDO Ltd.
----------------------------------------
Name of Financial Institution
By: Stanfield Capital Partners LLC
as its Collateral Manager
By /s/ Christopher A. Bondy
-------------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
STANWICH LOAN FUNDING LLC.
----------------------------------------
Name of Financial Institution
By /s/ Diana L Mushill
-------------------------------------
Name: DIANA L. MUSHILL
Title: ASST. VICE PRESIDENT
SIGNATURE PAGE TO FIRST AMENDMENT DATED
AS OF DECEMBER 10, 2002, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 6, 2002,
AMONG ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC., THE LENDERS PARTY
THERETO, BEAR, STEARNS & CO. INC., AS
LEAD ARRANGER, BEAR STEARNS CORPORATE
LENDING INC., AS ADMINISTRATIVE AGENT,
CANADIAN IMPERIAL BANK OF COMMERCE, AS
SYNDICATION AGENT, AND THE INSTITUTIONS
LISTED IN THE CREDIT AGREEMENT AS
DOCUMENTATION AGENTS.
U.S. Bank, National Association
----------------------------------------
Name of Financial Institution
By /s/ ILLEGIBLE
-------------------------------------
Name: ILLEGIBLE
Title: Vice President
EXHIBIT A
EXHIBIT I
to the Credit Agreement
FORM OF
PREPAYMENT OPTION NOTICE
Attention of[ ]
Telecopy No.[ ]
[Date]
Ladies and Gentlemen:
The undersigned, BEAR STEARNS CORPORATE LENDING INC., as administrative
agent (in such capacity, the "Administrative Agent"), refers to the Credit
Agreement, dated as of June 6, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Roundy's Acquisition
Corp., a Delaware corporation, Roundy's, Inc., a Wisconsin corporation (the
"Borrower"), the several banks, financial institutions and other entities from
time to time parties thereto (the "Lenders"), Bear, Stearns & Co. Inc., as sole
lead arranger and sole bookrunner (in such capacity, the "Lead Arranger"),
Administrative Agent, Canadian Imperial Bank of Commerce, as syndication agent
(in such capacity, the "Syndication Agent"), and the institutions listed in the
Credit Agreement as documentation agents (in such capacity, the "Documentation
Agent"). Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined.
The Administrative Agent hereby gives notice of an offer of prepayment
made by the Borrower pursuant to Section 4.2(e) of the Credit Agreement of the
Total Prepayment Amount. Amounts applied to prepay the Term Loans shall be
applied pro rata to the Term Loan held by you. The portion of the prepayment
amount to be allocated to the Term Loan held by you and the date on which such
prepayment will be made to you are set forth below:
(A) Total Prepayment Amount ______________
(B) Portion of Total Prepayment
Amount to be received by you ______________
(the "Individual Prepayment Amount")
(C) Mandatory Prepayment Date (10 Business Days after the ______________
date of this Prepayment Option Notice)
IF YOU DO NOT WISH TO RECEIVE ALL OF THE INDIVIDUAL PREPAYMENT AMOUNT
ON THE MANDATORY PREPAYMENT DATE INDICATED IN PARAGRAPH (C) ABOVE, please sign
this notice in the space provided below and indicate the percentage of the
Individual Prepayment Amount otherwise payable which you do not wish to receive.
Please return this notice as so completed via telecopy to the attention of
[__________________] at _____________________, no later than [10:00] a.m., New
York City time, on the Mandatory Prepayment Date, at Telecopy No.
[________________]. IF YOU DO NOT RETURN THIS NOTICE, YOU WILL RECEIVE 100% OF
THE INDIVIDUAL PREPAYMENT AMOUNT ON THE MANDATORY PREPAYMENT DATE.
BEAR STEARNS CORPORATE
LENDING INC.,
as Administrative Agent
By:_______________________
Title:
__________________________,
(Name of Lender)
By: ______________________
Title:
Percentage of Term Loan
Individual Prepayment Amount Declined:___%