EXECUTION COPY
AMENDMENT NO. 7 AND WAIVER TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of July 31, 2001
AMENDMENT NO. 7 AND WAIVER (this "Amendment and Waiver") to the Credit
Agreement (as defined herein) among Quality Stores, Inc., a Delaware corporation
(formerly known as "Central Tractor Farm & Country, Inc.") (the "Borrower"), QSI
Holdings, Inc., a Delaware corporation (formerly known as "CT Holding, Inc.")
("Holding"), certain of the banks, financial institutions and other
institutional lenders listed on the signature pages hereof the "Lenders"), and
Fleet National Bank ("Fleet"), as administrative agent (the "Administrative
Agent") for the Lender Parties (as defined in the Credit Agreement).
PRELIMINARY STATEMENTS
(1) The Borrower, Holding, the Initial Lenders, the Initial Issuing
Bank, the Swing Line Bank and the Agent have entered into a Second Amended and
Restated Credit Agreement dated as of May 7, 1999, as amended by Amendment No. 1
dated as of March 31, 2000, Amendment No. 2 and Waiver dated as of September 22,
2000, Amendment No. 3 dated as of September 27, 2000, Amendment No. 4 dated as
of December 4, 2000, Amendment No. 5 dated as of January 16, 2001 and Amendment
No. 6 and Waiver dated as of February 5, 2001 (as so amended, the "Credit
Agreement"). Capitalized terms defined in the Credit Agreement and not otherwise
defined in this Amendment and Waiver are used herein as therein defined.
(2) The Borrower has indicated that it will be unable to comply with
certain covenants contained in Section 5.04 of the Credit Agreement and has
requested that the Required Lenders waive such covenants through the period
commencing on the Effective Date and ending on November 3, 2001 (the "Waiver
Period") and substitute additional covenants for the Waiver Period.
(3) The Required Lenders have agreed to amend the Credit Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
SECTION 1. Amendment of the Credit Agreement. The Credit Agreement is,
upon the Effective Date (as hereinafter defined), hereby amended as follows:
(a) Section 1.01 is amended by adding the following
definitions thereto:
"Fiscal Month" means the fiscal months used by
Holding and its Consolidated Subsidiaries.
"▇▇▇ ▇▇▇▇" means ▇▇▇ ▇▇▇▇ & Associates.
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"Net Sales" means Inventory sales in the ordinary
course of business (excluding Inventory obtained by the
Borrower or its Subsidiaries on consignment).
"Vendor Payments" means all payments (including,
without limitation, checks written, electronic payments and
letters of credit issued or presented) made by the Borrower
and its Subsidiaries to trade creditors for Inventory
(excluding Inventory obtained by the Borrower or its
Subsidiaries on consignment).
(b) Section 2.09(iii) is amended in full to read as follows:
"(iii) Notwithstanding any other provision of this
Agreement, upon the Effective Date of Amendment No. 7 and
Waiver ("Amendment No. 7") to this Agreement, (x) each
Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a
Prime Rate Advance and (y) the obligations of the Lenders to
make, or to Convert Advances into, Eurodollar Rate Advances
shall be suspended from such date."
(c) Section 5.01(m) is amended in full to read as follows:
"(m) Deposit Accounts. In the case of the Borrower
and its Subsidiaries, (i) with respect to each of the deposit
accounts operated by the Borrower and its Subsidiaries for
which Blocked Account Letters have not been provided (the
"Unblocked Accounts"), the Borrower and its Subsidiaries will
be required to obtain a Blocked Account Letter, provided that,
(A) if the Borrower or its Subsidiaries are unable, following
the use of its reasonable best efforts, to obtain a Blocked
Account Letter with respect to an Unblocked Account, the
Borrower will be required to close, or cause to be closed, the
Unblocked Account and transfer the proceeds to a new or
existing Blocked Account, so that by August 15, 2001 the
Borrower and its Subsidiaries shall have provided Blocked
Account Letters for 75% of the Unblocked Accounts and (B) for
any remaining Unblocked Accounts after August 15, 2001, the
Borrower will be required to (x) provide a written
explanation, by August 21, 2001, as to why it is not possible
to close the Unblocked Account and (y) transfer the proceeds
to a Blocked Account and (ii) shall cause to have transferred
from each bank at which a deposit account is maintained to the
cash concentration account maintained with Fleet, an amount,
in ACH funds, equal to the collected balance (less a reserve
for returned items and service charges) of such deposit
account at the end of each Business Day."
(d) Section 5.01 is amended by inserting new subsections (q),
(r) and (s) as follows:
"(q) ▇▇▇ ▇▇▇▇ Report. The Borrower shall deliver to
the Administrative Agent, on or prior to August 10, 2001, a
detailed and comprehensive report relating to the
restructuring of the Borrower's operations, including, without
limitation, treatment of the Lenders, public debt and trade
debt and
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recommendations regarding store closures and asset sales,
prepared for the Borrower by ▇▇▇ ▇▇▇▇.
(r) Appointment of Chief Restructuring Officer. The
Borrower shall appoint, on or prior to August 10, 2001, a
Chief Restructuring Officer (or equivalent) acceptable to the
Administrative Agent.
(s) Cooperation with Investment Banker. Following the
delivery of the ▇▇▇ ▇▇▇▇ report, if the Administrative Agent
or counsel for the Administrative Agent shall retain an
investment banker to explore potential strategic alternatives
for the Borrower and its Subsidiaries, including, without
limitation, a sale of the business or assets, or portion
thereof, of the Borrower and its Subsidiaries, the Borrower
shall provide such investment banker with access to senior
management, financial information and other information
requested by the investment banker and shall cooperate in all
respects to facilitate any report to be prepared for the
Administrative Agent or counsel to the Administrative Agent by
the investment banker for the Administrative Agent."
(e) Section 5.03(p) is amended in full to read as follows:
"(p) Weekly Reporting. As soon as available and in
any event by 12:00 Noon (Boston, Massachusetts time)
on the Thursday of each week, (i) a Borrowing Base
Certificate, (ii) a departmental instock status
report, (iii) a category sales summary with
commentary, (iv) a comparison of actual cash flows
against forecast cash flows in the current 13-week
cash flow projection and (v) a schedule setting forth
Vendor Payments and Net Sales, in each case for the
previous week, each certified by the chief financial
officer of the Borrower, provided that, by 12:00 Noon
(Boston, Massachusetts time) on the 5th Business Day
following the last day of each Fiscal Month, in
addition to each of the items described in clauses
(i) through (v) above, the Borrower shall also
deliver (i) an updated 13-week cash flow projection
for the following 13 weeks, (ii) a statement that
Holding and the Borrower are in compliance with the
covenants contained in Section 5.04(e) (or, for the
Waiver Period, Section 5.04(g) and Section 5.04(h)),
or if a Default has occurred and is continuing under
Section 5.04(e) (or, for the Waiver Period, Section
5.04(g) and Section 5.04(h)) a statement to that
effect, and (iii) a schedule in form satisfactory to
the Administrative Agent of the computations used by
the Borrower in determining compliance with the
covenants contained in Section 5.04(e) (or, for the
Waiver Period, Section 5.04(g) and Section 5.04(h))."
(f) Section 5.04 is amended by inserting new subsections (g)
and (h) as follows:
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"(g) Senior Debt to Inventory Ratio for Waiver
Period. Maintain at the end of each Fiscal Month of Holding
set forth below, a Senior Debt to Inventory Ratio of Holding
and its Subsidiaries of not more than the ratio set forth
below for each Fiscal Month set forth below.
Date Ratio
---- -----
Fiscal Month of July 2001 0.99
Fiscal Month of August 2001 1.00
Fiscal Month of September 2001 1.00
Fiscal Month of October 2001 1.00
(h) Maximum Vendor Payments. For each of the periods
set forth below, Vendor Payments shall not exceed the lesser
of the amounts set forth below for each such period:
Period Amounts
------ -------
Fiscal Month of July 2001 $36,000,000 or 62% of Net
Sales
Fiscal Months of July and $76,000,000 or 66% of Net
August 2001 Sales
Fiscal Months of July through $122,000,000 or 65% of Net
September 2001 Sales
Fiscal Months of July through $156,000,000 or 63% of Net
October 2001 Sales"
(g) Section 6.01(c)(i) is amended by (i) deleting "5.01(f)"
and substituting in its place "Sections 5.01(f), (m), (q), (r) or (s)"
and (ii) inserting after "5.02" the following, ", Section 5.03(p), (s)
and (t)".
(h) Section 6.01 is amended by inserting new subsections (s)
and (t) as follows:
"(s) The Borrower shall make any payment of interest
or principal in respect of the 10 5/8 % Senior Notes due 2007,
other than with the segregated proceeds of a new equity
contribution to the Borrower by the Equity Investors or
others.
(t) The Borrower shall have failed to deliver to the
Administrative Agent the documents referred to in Section 4 of
Amendment No. 7 on or prior to August 7, 2001."
SECTION 2. Waiver. Subject to the occurrence of the Effective Date,
solely for the period commencing on the Effective Date through November 3, 2001
(the "Waiver
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Termination Date"), the Lenders hereby agree to waive the requirements of (i)
Section 5.04(a) and (b) for the fiscal quarters ending closest to July 31, 2001
and October 31, 2001, (ii) Section 5.04(c) for the period of two fiscal quarters
ending closest to July 31, 2001 and the period of three fiscal quarters ending
closest to October 31, 2001, (iii) Section 5.04(d) for the period from July 1,
2001 through September 30, 2001 and (iv) Section 5.04(e) for the Fiscal Months
ending on or about August 31, 2001, September 30, 2001 and October 31, 2001. On
the Waiver Termination Date, without any further action by the Administrative
Agent and the Lenders, all of the terms and provisions set forth in the Credit
Agreement that are waived hereunder shall have the same force and effect as if
this Amendment and Waiver had not been entered into by the parties hereto, and
the Administrative Agent and the Lenders shall have all of the rights and
remedies afforded to them under the Credit Agreement as though no waiver had
been granted by them hereunder and any Defaults or Events of Default that
otherwise would have occurred through and until the Waiver Termination Date
shall be in existence unless otherwise expressly waived.
SECTION 3. Conditions of Effectiveness of this Amendment and Waiver.
This Amendment and Waiver shall become effective as of the date first above
written on the Business Day when, and only when, the following conditions shall
have been satisfied (such date being, for purposes hereof, the "Effective
Date"):
(a) The Administrative Agent shall have received counterparts
of (i) this Amendment and Waiver executed by the Borrower, Holding and
the Required Lenders or, as to any of the Lender Parties, advice
satisfactory to the Administrative Agent that such Lender Party has
executed this Amendment and Waiver and (ii) the consent dated as of the
date hereof (a copy of which is attached hereto) (the "Consent",
together with this Amendment and Waiver, the "Amendment Documents"),
executed by each of the Loan Parties.
(b) On the Effective Date (and giving effect thereto), (i) the
representations and warranties contained in each of the Loan Documents
(including, without limitation, in Section 5 of this Amendment and
Waiver) shall be correct in all material respects as though made on and
as of the Effective Date (other than any such representations or
warranties that, by their terms, refer to a specific date other than
the Effective Date, in which case as of such specific date) and (ii) no
event shall have occurred and be continuing that would constitute a
Default.
(c) The Administrative Agent shall have received a certificate
of the Chief Financial Officer of the Borrower confirming satisfaction
of the conditions specified in paragraph (b) above.
(d) All of the reasonable accrued and unpaid fees and expenses
of counsel and accountants for the Administrative Agent shall have been
paid in full, including, without limitation, the fees and expenses of
FTI/▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.C. and Shearman & Sterling, provided that
following the payment of such fees and expenses the balance of
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the retainer held by Shearman & Sterling and FTI/▇▇▇▇▇▇▇▇ & ▇▇▇▇▇,
L.L.C. for application against future fees and expenses shall be
$100,000 each.
The effectiveness of this Amendment and Waiver is further conditioned
upon the accuracy of all of the factual matters described herein. This Amendment
and Waiver is further subject to the provisions of Section 9.01 of the Credit
Agreement.
SECTION 4. Condition Subsequent. On or prior to August 7, 2001, the
Borrower shall have delivered to the Administrative Agent the following, each
dated as of the Effective Date:
(a) Certified copies of (i) the resolutions of the Board of
Directors of (A) the Borrower approving this Amendment and Waiver and
the matters contemplated hereby and thereby and (B) each other Loan
Party evidencing approval of the Consent and the matters contemplated
hereby and thereby and (ii) all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to
this Amendment, the Consent and the matters contemplated hereby and
thereby.
(b) A certificate of the Secretary or an Assistant Secretary
of the Borrower and each other Loan Party certifying the names and true
signatures of the officers of the Borrower and such other Loan Party
authorized to sign this Amendment and Waiver, the Consent and the other
documents to be delivered hereunder and thereunder.
(c) A favorable opinion of ▇▇▇▇▇▇▇▇ & Worcester, counsel for
the Borrower and Holding, in form and substance satisfactory to the
Administrative Agent.
SECTION 5. Representations and Warranties. Each of Holding and the
Borrower hereby represents and warrants as follows:
(a) The execution, delivery and performance by each Loan Party
of any of the Amendment Documents and Loan Documents to which it is a
party, as amended hereby, and the consummation of the transactions
contemplated hereby and thereby, are within such Loan Party's corporate
powers, have been duly authorized by all necessary corporate action,
and do not (i) contravene such Loan Party's charter or bylaws, (ii)
violate any law (including, without limitation, the Securities Exchange
Act of 1934), rule, regulation (including, without limitation,
Regulation X of the Board of Governors of the Federal Reserve System),
order, writ, judgment, injunction, decree, determination or award
applicable to such Loan Party, (iii) conflict with or result in the
breach of, or constitute a default under, any contract, loan agreement,
indenture (including without limitation the Indenture), mortgage, deed
of trust, lease or other instrument binding on or affecting any Loan
Party, any of its Subsidiaries or any of their properties other than as
specified in the Credit Agreement, or (iv) except for Liens created
under the Collateral Documents, as amended hereby, result in or require
the creation or imposition of any Lien upon or with respect to any of
the properties of any Loan Party or any of its Subsidiaries. No Loan
Party or any of its Subsidiaries is in violation of any such law,
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rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan
agreement, indenture, mortgage, deed of trust, lease or other
instrument, the violation or breach of which is reasonably expected to
have a Material Adverse Effect.
(b) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body
or any other third party is required to be obtained by the Loan Parties
in connection with the execution and delivery, or performance by any
Loan Party of any of its obligations under, any Amendment Document to
which it is a party.
(c) Each Amendment Document has been duly executed and
delivered by each Loan Party party thereto, and is the legal, valid and
binding obligation of such Loan Party, enforceable against such Loan
Party in accordance with its terms except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or limiting creditors' rights or by equitable principles
generally.
(d) No Loan Party has an existing claim against any Lender
Party arising out of, relating to or in connection with the Loan
Documents.
(e) No Loan Party is in breach of, or in default under, the 10
5/8 % Senior Notes due 2007 issued by the Borrower, any contract, loan
agreement, indenture, mortgage, deed of trust, lease or other
instrument, binding on or affecting any Loan Party, any of its
Subsidiaries or any of their properties, where the consequence of such
default is to confer rights upon any person against the Borrower or any
of its Subsidiaries which, if exercised, can be reasonably expected to
have a Material Adverse Effect.
SECTION 6. Waiver and Release. The Borrower and Holding hereby waive
and agree not to assert any claims or causes of action against the
Administrative Agent, the Syndication Agent, the Documentation Agent, any Lender
Party or any of their Affiliates, or any of their respective officers,
directors, employees, attorneys and agents, on any theory of liability, whether
known or unknown, matured or contingent, including, without limitation, for
special, indirect, consequential or punitive damages, in each case to the extent
arising on or before the date hereof, out of or otherwise relating to, or in
connection with, the Amendment Documents, the Facilities, the actual or proposed
use of the proceeds of the Advances or the Letters of Credit, the Loan Documents
or any of the transactions entered into in connection therewith.
SECTION 7. Reference to and Effect on the Loan Documents.
(a) On and after the Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in
the Notes and the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as
amended and otherwise modified hereby.
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(b) The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the amendments and other
modifications specifically provided above, are and shall continue to be
in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do and
shall continue to secure the payment of all Obligations of the Loan
Parties under and in respect of the Loan Documents, as amended and
otherwise modified by this Amendment and Waiver.
(c) The execution, delivery and effectiveness of this
Amendment and Waiver shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender Party
or any Agent under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.
SECTION 8. Costs and Expenses. The Borrower hereby agrees to pay, upon
demand, all costs and expenses of the Administrative Agent (including, without
limitation, the reasonable fees and expenses of counsel and financial advisors
for the Administrative Agent) in connection with the preparation, execution,
delivery, administration, modification and amendment of this Amendment and
Waiver and the other documents, instruments and agreements to be delivered
hereunder, all in accordance with the terms of Section 9.04 of the Credit
Agreement. The Borrower also agrees to pay, upon demand, all costs and expenses
of the Administrative Agent and the reasonable out-of-pocket expenses incurred
by any Lender appointed to a steering committee by the Administrative Agent, in
connection with inventory appraisals, field examinations and related
examinations of the inventory, equipment, real property and leases and any
meetings of the steering committee or with the management of any of the Loan
Parties.
SECTION 9. Execution in Counterparts. This Amendment and Waiver may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.
SECTION 10. Governing Law. This Amendment and Waiver shall be governed
by, and construed in accordance with, the laws of the State of New York.
SECTION 11. Waiver of Jury Trial. Each of the Borrower, the Subsidiary
Guarantors, the Administrative Agent and the Lender Parties irrevocably waives
all right to trial by jury in any action, proceeding or counterclaim (whether
based on contract, tort or otherwise) arising out of or relating to this
Amendment and Waiver or the actions of the Administrative Agent or any Lender
Party in the negotiation, administration, performance or enforcement thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
QUALITY STORES, INC. (FORMERLY KNOWN
AS CENTRAL TRACTOR FARM & COUNTRY,
INC.)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
QSI HOLDINGS, INC. (FORMERLY KNOWN AS
CT HOLDING, INC.)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
FLEET NATIONAL BANK,
as Administrative Agent and Lender
By: /s/ C. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Lenders
PILGRIM CLO 1999-I Ltd.
By: ING Pilgrim Investments
as its investment managager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
SEQUILS PILGRIM-1 Ltd.
By: ING Pilgrim Investments
as its investment manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
HUNTINGTON NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: SVP
▇▇▇▇▇▇ Financial, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: SVP
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇ ▇. Pitawski
Name: ▇▇▇▇ ▇. Pitawski
Title: Associate
BHF (USA) Capital Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Associate
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Portfolio Management
BALANCED HIGH YIELD FUND II, LTD.
By: ING Capital Advisors LLC,
as Asset Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
BLUE SQUARE FUNDING SERIES 3
By: Bankers Trust Company, as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
COMERICA BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
CypressTree Investment Partners I, Ltd.,
By: CypressTree Investment Management
Company, Inc.
as Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal
CypressTree Investment Partners II, Ltd.,
By: CypressTree Investment Management
Company, Inc.
as Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal
CypressTree Institutional Fund, LLC
By: CypressTree Investment Management
Company, Inc.
its Managing Member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal
First Union National Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SVP & Director
GLENEAGLES TRADING LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
Key Corporate Capital,Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
KZH CYPRESSTREE-1 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
ML CBO IV (Cayman) Ltd.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ CFA
Title: Executive Vice President
Highland Capital Management L.P.
▇▇▇ Capital Funding LP
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ CFA
Title: Executive Vice President
Highland Capital Management L.P.
Sankaty Advisors, Inc., as Collateral
Manager for ▇▇▇▇▇ Point CBO 1999-1,
LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Sankaty Advisors, LLC, as Collateral
Manager for ▇▇▇▇▇ Point II CBO 2000-1,
LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1,
LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Sankaty High Yield Partners II, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
▇▇▇▇▇ ▇▇▇ & FARNHAM CLO1 LTD., BY ▇▇▇▇▇
▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED AS
PORTFOLIO MANAGER
By: /s/ ▇▇▇▇▇ ▇. Good
Name: ▇▇▇▇▇ ▇. Good
Title: Sr. Vice President &
Portfolio Manager
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED AS
AGENT FOR KEYPORT LIFE INSURANCE
COMPANY
By: /s/ ▇▇▇▇▇ ▇. Good
Name: ▇▇▇▇▇ ▇. Good
Title: Sr. Vice President &
Portfolio Manager
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ ▇▇▇▇▇ ▇. Good
Name: ▇▇▇▇▇ ▇. Good
Title: Senior Vice President
▇▇▇▇▇ ▇▇▇ & Farnham Incorporated,
as Advisor to the ▇▇▇▇▇ ▇▇▇
Floating Rate Limited Liability
Company
CONSENT
Dated as of July 31, 2001
Reference is made to (a) Amendment No. 7 and Waiver to the Second
Amended and Restated Credit Agreement dated as of May 7, 1999 as amended by
Amendment No. 1 dated as of March 31, 2000, Amendment No. 2 and Waiver dated as
of September 22, 2000, Amendment No. 3 dated as of September 27, 2000, Amendment
No. 4 dated as of December 4, 2000, Amendment No. 5 dated as of January 16,
2001and Amendment No. 6 and Waiver dated as of February 5, 2001 (as so amended,
the "Credit Agreement") among Quality Stores, Inc., a Delaware corporation
(formerly known as "Central Tractor Farm & Country, Inc.") (the "Borrower"), QSI
Holdings, Inc., a Delaware corporation (formerly known as "CT Holding, Inc.")
("Holding"), the banks, financial institutions and other institutional lenders
listed on the signature pages thereof, and Fleet National Bank ("Fleet"), as
administrative agent (the "Administrative Agent") for the Lender Parties (as
defined in the Credit Agreement) and (b) the other Loan Documents referred to
therein. Capitalized terms defined in the Credit Agreement and not otherwise
defined in this Consent are used herein as therein defined.
Each of the undersigned, in its capacity as (a) a Grantor under the
Security Agreement, (b) a Grantor under the Intellectual Property Security
Agreement, (c) a Pledgor under the Pledge Agreement, and/or (d) a Subsidiary
Guarantor under the Subsidiary Guaranty, as the case may be, hereby consents to
the execution and delivery of the Amendment and Waiver and the performance of
the Amendment and Waiver and agrees that:
(A) each of the Security Agreement, the Intellectual Property
Security Agreement, the Pledge Agreement and the Subsidiary Guaranty to
which it is a party is, and shall continue to be, in full force and
effect and is hereby in all respects ratified and confirmed on the
Effective Date, except that, on and after the Effective Date, each
reference to "the Credit Agreement", "thereunder", "thereof", "therein"
or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement, as amended and otherwise
modified by the Amendment and Waiver; and
(B) as of the Effective Date, the Security Agreement, the
Intellectual Property Security Agreement and the Pledge Agreement to
which it is a party and all of the Collateral of such Person described
therein, and the Subsidiary Guaranty and the guaranty provided
thereunder, do, and shall continue to, secure the payment of all of the
Secured Obligations.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.
Delivery of an executed counterpart of a signature page of this Consent
by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
QUALITY STORES, INC. (FORMERLY KNOWN AS
CENTRAL TRACTOR FARM & COUNTRY,
INC.)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
QSI HOLDINGS, INC. (FORMERLY KNOWN AS
CT HOLDING, INC.)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
COUNTRY GENERAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
QUALITY FARM & FLEET, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
QUALITY INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
QSI TRANSPORTATION, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
VISION TRANSPORTATION, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
QUALITY STORES SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
