SECOND AMENDMENT (this "Amendment") dated as of October 27,
2000, to the Revolving Credit and Guarantee Agreement, dated as of October 3,
2000 (the "Credit Agreement") among THE GRAND UNION COMPANY, a Delaware
corporation (the "Borrower"), the subsidiaries of the Borrower parties thereto,
each a debtor-in-possession in a case pending pursuant to Chapter 11 of the
Bankruptcy Code, the several banks and other financial institutions from time to
time parties thereto (the "Lenders"), XXXXXX BROTHERS INC., as advisor and
arranger (the "Arranger"), and XXXXXX COMMERCIAL PAPER INC., as administrative
agent (the "Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower has advised the Administrative Agent
that numerous parties have expressed considerable interest in acquiring, and
several of such parties are making progress towards submitting bids to acquire,
all or a significant portion of the assets of the Borrower;
WHEREAS, in light of the significant interest expressed in the
Borrower's assets and in order to facilitate the auction contemplated by the
sale procedures submitted to the Bankruptcy Court for approval and to maximize
the aggregate sale price in connection therewith, the Borrower has requested
that the Lenders agree to amend the Credit Agreement to eliminate the Milestone
requiring the Borrower to obtain a definitive purchase agreement by November 10,
2000;
WHEREAS, the Borrower has also requested that the Lenders
agree to amend certain other provisions of the Credit Agreement on the terms and
subject to the conditions hereof; and
WHEREAS, the Administrative Agent and the Lenders have agreed
to such amendments only upon the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and in the Credit Agreement, the parties
hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings given to them in the
Credit Agreement.
2. Amendment of Section 5.16. Clause (iii) of Section 5.16 of
the Credit Agreement is hereby amended by (i) replacing the comma following the
phrase "in all cases subject to the terms of this Agreement" with the word "and"
and (ii) deleting the phrase "and the Budget".
3. Amendment of Section 8.16. Section 8.16(a) of the Credit
Agreement is hereby amended by inserting at the end of such section the
following phrase: "other than payments of up to 50% of the allowed amount of any
such claims provided, that the aggregate amount of all such payments shall not
exceed $3,000,000 in the aggregate."
4. Amendment of Schedules. Schedules 1.1B and 1.1C to the
Credit Agreement are hereby deleted in their entireties and are replaced by new
Schedules 1.1B and 1.1C annexed hereto as Exhibits A and B, respectively.
2
5. Representations and Warranties. After giving effect to this
Amendment, the Borrower hereby represents and warrants that all of the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects as of the date hereof (unless stated to relate
to a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date) and
that no Default or Event of Default has occurred and is continuing.
6. Effectiveness. This Amendment shall become effective on the
date upon which the Administrative Agent shall have received counterparts hereof
duly executed by the Borrower, the Subsidiary Guarantors and the Required
Lenders.
7. Continuing Effects. Except as expressly waived or amended
hereby, the Credit Agreement shall continue to be and shall remain in full force
and effect in accordance with its terms.
8. Counterparts. This Amendment may be executed by the parties
hereto on one or more counterparts, and all of such counterparts shall be deemed
to constitute one and the same instrument. This Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
10. IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
THE GRAND UNION COMPANY
By:
-----------------------------------------
Name:
Title:
GRAND UNION STORES, INC. OF VERMONT
By:
-----------------------------------------
Name:
Title:
GRAND UNION STORES OF NEW HAMPSHIRE, INC.
By:
-----------------------------------------
Name:
Title:
SPECIALTY MERCHANDISING SERVICES, INC.
By:
-----------------------------------------
Name:
Title:
XXXXXX COMMERCIAL PAPER INC.,
as Administrative Agent and Lender
By:
----------------------------------------
Name:
Title:
Exhibit A
SCHEDULE 1.1B
Maximum Outstanding Amounts
---------------------------
Maximum Outstanding Amount
--------------------------------------------------
Week Ending Revolving Credit Loans Letters of Credit
----------- ---------------------- -----------------------
October 7, 2000 $15,700,000 $1,850,000
October 14, 2000 $13,600,000 $1,850,000
October 21, 2000 $17,700,000 $1,850,000
October 28, 2000 $22,000,000 $1,850,000
November 4, 2000 $31,100,000 $1,850,000
November 11, 2000 $38,400,000 $1,850,000
November 18, 2000 $38,400,000 $1,850,000
November 25, 2000 $38,400,000 $1,850,000
December 2, 2000 $38,400,000 $1,850,000
December 9, 2000 $51,700,000 $1,850,000
December 16, 2000 $56,300,000 $1,850,000
December 23, 2000 $56,800,000 $1,850,000
December 30, 2000 $55,400,000 $1,850,000
January 6, 2001 $58,150,000 $1,850,000
January 13, 2001 $53,400,000 $1,850,000
January 20, 2001 $53,500,000 $1,850,000
January 27, 2001 $53,000,000 $1,850,000
February 3, 2001 $56,500,000 $1,850,000
February 10, 2001 $51,900,000 $1,850,000
February 17, 2001 $50,100,000 $1,850,000
February 24, 2001 $49,500,000 $1,850,000
March 3, 2001 $54,400,000 $1,850,000
March 10, 2001 $58,150,000 $1,850,000
March 17, 2001 $58,150,000 $1,850,000
March 24, 2001 $58,150,000 $1,850,000
March 31, 2001 $58,150,000 $1,850,000
Exhibit B
SCHEDULE 1.1C
Milestones
1. The Borrower will file a motion (the "Motion"), in form and substance
reasonably acceptable to the Administrative Agent, to establish bidding
procedures (the "Bidding Procedures") for, and authorize the sale of
all or substantially all of, the Borrower's and its Subsidiaries'
assets pursuant to Section 363 of the Code by October 16, 2000 (the
"Motion Date").
2. An order approving the Bidding Procedures, in form and substance
reasonably acceptable to the Administrative Agent, shall be entered by
the Bankruptcy Court within 14 days of the Motion Date.
3. An order (the "Sale Order") approving the sale(s) of all or
substantially all of the Borrower's and its Subsidiaries' assets, in
form and substance reasonably acceptable to the Administrative Agent,
shall be entered by the Bankruptcy Court by December 1, 2000.
4. The closing(s) in respect of the asset sale(s) approved by the Sale
Order shall occur within 45 days of the entry of the Sale Order.
5. The consideration due to the Lenders shall be paid in full, as part of
the Motion approved by the Administrative Agent, within one day of the
closing(s) referenced in Milestone 4.