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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT, dated as of May 28, 1996, amends and modifies a certain
Credit Agreement, dated as of December 31, 1995 (the "Credit Agreement"),
between STRATEGIC DISTRIBUTION, INC. (the "Company") and BANK OF AMERICA
ILLINOIS (the "Bank"). Capitalized terms not otherwise expressly defined herein
shall have the meanings set forth in the Credit Agreement.
PRELIMINARY STATEMENT
The Company and the Bank desire to amend the Credit Agreement to permit the
Company to guarantee certain indebtedness of its employees to CoreStates Bank
of Delaware, N.A. as hereinafter set forth.
NOW THEREFORE, for value received, the Company and the Bank agree as follows.
ARTICLE I - AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Section 10.18. Section 10.18 ("Guaranties") of the Credit Agreement
is hereby amended as of the date hereof to read in its entirety as follows:
"SECTION 10.18 Guaranties. -Not, and not permit any of its Subsidiaries
to, become or be a guarantor or surety of, or otherwise become or be
responsible in any manner (whether by agreement to purchase any
obligations, stock, assets, goods or services, or to supply or advance
any funds, assets, goods or services, or otherwise) with respect to,
any undertaking of any other Person, except for (a) the Guaranty, (b)
the endorsement in the ordinary course of collection, of instruments
payable to it or its order; (c) the Coors Guaranty, and (d) a guaranty in
favor of CoreStates Bank, N.A. ("CoreStates"), substantially in the form
set forth as Exhibit AA to the First Amendment to this Agreement, which
guarantees obligations to CoreStates in connection with corporate VISA
cards issued to its, or any of its Subsidiaries', employees, in an
aggregate amount not to exceed $400,000."
1.2 Construction. All references in the Credit Agreement to "this
Agreement," "herein" and similar references shall be deemed to refer to
the Credit Agreement as amended by this Amendment.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
To induce the Bank to enter into this Amendment and to make and maintain
the Loans under the Credit Agreement as amended hereby, the Company hereby
warrants and represents to the Bank that it is duly authorized to execute
and deliver this Amendment, and to perform its obligations under the Credit
Agreement as amended hereby, and that this Amendment constitutes the legal,
valid and binding obligation of the Company, enforceable in accordance with
its terms.
ARTICLE III - CONDITIONS PRECEDENT
This Amendment shall become effective on the date first set forth above,
provided, however, that the effectiveness of this Amendment is subject to
the satisfaction of each of the following conditions precedent:
3.1 Warranties. Before and after giving effect to this Amendment, the
representations and warranties in Section 9 of the Credit Agreement shall
be true and correct as though made on the date hereof, except for changes
that are permitted by the terms of the Credit Agreement. The execution by
the Company of this Amendment shall be deemed a representation that the Company
has complied with the foregoing condition.
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3.2 Defaults. Before and after giving effect to this Amendment, no Event of
Default and no Unmatured Event of Default shall have occurred and be continuing
under the Credit Agreement. The execution by the Company of this Amendment shall
be deemed a representation that the Company has complied with the foregoing
condition.
3.3 Documents. The Company shall have executed and delivered this Amendment.
ARTICLE IV - GENERAL
4.1 Expenses. The Company agrees to reimburse the Bank upon demand for all
reasonable expenses (including reasonable attorneys' fees and legal expenses)
incurred by this Bank in the preparation, negotiation and execution of this
Amendment and any other document required to be furnished herewith, and in
enforcing the obligations of the Company hereunder, and to pay and save the
Bank harmless from all liability for, any stamp or other taxes which may be
payable with respect to the execution or delivery of this Amendment or the
issuance of the Note hereunder, which obligations of the Company shall survive
any termination of the Credit Agreement.
4.2 Counterparts. This Amendment may be executed in as many counterparts as
may be deemed necessary or convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
instrument.
4.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provisions in any other jurisdiction.
4.4 Law. This Amendment shall be a contract made under the laws of the State
of Illinois, which laws shall govern all the rights and duties hereunder.
4.5 Successors; Enforceability. This Amendment shall be binding upon the
Company and the Bank and their respective successors and assigns, and shall
inure to the benefit of the Company and the Bank and the successors and
assigns of the Bank. Except as hereby amended, the Credit Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all
respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed at Chicago, Illinois by their respective officers thereunto duly
authorized as of the date first written above.
BANK OF AMERICA ILLINOIS
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title Senior Vice President
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STRATEGIC DISTRIBUTION, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title Vice President
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