EXHIBIT 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "Amendment"), dated as
of February 26, 1998, is entered into among PETCO ANIMAL SUPPLIES, INC., a
Delaware corporation (the "Borrower"), UNION BANK OF CALIFORNIA, N.A., as
the sole lender party to the Credit Agreement referred to below (the
"Lender") and UNION BANK OF CALIFORNIA, N.A., as administrative agent,
arranger and syndication agent for the lender(s) from time to time party to
the Credit Agreement (the "Agent").
RECITALS
A. The Borrower, the Lender and the Agent previously entered into
that certain Credit Agreement dated as of January 30, 1998, (the "Credit
Agreement"). Capitalized terms used herein and not defined shall have the
meanings assigned to them in the Credit Agreement.
B. The Borrower, the Lender and the Agent desire to amend the
Credit Agreement, among other things, to modify a provision therein
relating to certain restrictions on "Capital Expenditures" and to
incorporate certain forms relating to loans.
Accordingly, the parties hereto agree as follows:
AGREEMENT
Section 1. Amendments to the Credit Agreement. The Credit Agreement
shall be amended as follows:
A. Section 6.17 of the Credit Agreement is, effective as of the date
first set forth above, amended in its entirety to read as follows:
"6.17 Capital Expenditures. The Borrower will not, and will not
permit any Subsidiary to, make or commit to make (by way of the
acquisition of securities of a person or entity or otherwise) any
Capital Expenditure, except for Capital Expenditures not exceeding (i)
in fiscal year 1998, $65,000,000 in the aggregate, (ii) in fiscal year
1999, $55,000,000 in the aggregate, (iii) in fiscal year 2000,
$55,000,000 in the aggregate, (iv) in fiscal year 2001, $55,000,000 in
the aggregate and (v) in fiscal year 2002, $55,000,000 in the
aggregate, and with respect to each fiscal year specified in clauses
(ii), (iii), (iv) and (v) above, an additional aggregate amount equal
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to the amount (if any) by which the actual Capital Expenditures in the
immediately preceding fiscal year were less than those permitted under
clauses (i), (ii), (iii) and (iv) above, as applicable.
Notwithstanding the foregoing, any Capital Expenditure made by a
Person which is the subject of an Acquisition by the Borrower, prior
to such Acquisition, shall not be included in determining compliance
by the Borrower and its Subsidiaries with this Section."
B. The first two sentences of Section 2.6 of the Credit Agreement
are, effective as of the date first set forth above, amended in their
entirety to read as follows:
"The Borrower may on any Business Day, upon written notice
(substantially in the form of Exhibit G attached hereto, in the case
of a conversion, and substantially in the form of Exhibit H attached
hereto, in the case of a continuation) given to the Agent not later
than 12:00 noon, Los Angeles time, on the third Business Day before
the date of the proposed conversion and/or continuation and subject to
the provisions of Section 2.5, convert and/or continue any Advance
into an Advance of another Type or of the same Type; provided,
however, that with respect to a conversion from a LIBOR Loan into a
Base Rate Loan or a continuation of a LIBOR Loan, any such conversion
and/or continuation shall be made on, and only on, the last day of the
Interest Period for such Loan. Each such notice of a conversion
and/or continuation shall, within the restrictions specified above,
specify (i) the Loan to be converted or continued, (ii) the type of
Loan into which such Loan is to be converted (if applicable) and (iii)
the requested date for such conversion and/or continuation."
C. Two new exhibits, Exhibit G and Exhibit H shall be appended to the
Credit Agreement in substantially the same forms of Exhibit G and Exhibit H
attached hereto.
Section 1. Conditions Precedent to Effectiveness of This Amendment.
This Amendment shall become effective as of the date first set forth above
upon receipt by the Agent of the following, each in form and substance
satisfactory to the Agent:
(a) this Amendment executed by the Borrower, the Agent and the
Lender; and
(b) a Consent and Acknowledgement executed by each Guarantor.
Section 2. Representations and Warranties. The Borrower represents
and warrants to the Agent and the Lender (and for the benefit of any other
lender from time to time party to the Credit Agreement) as follows:
(a) the execution, delivery and performance of this Amendment
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have been duly authorized and approved by all necessary action;
(b) this Amendment constitutes the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally;
(c) the representations and warranties contained in Article 5 of
the Credit Agreement are true and correct on and as of the date hereof as
though made on and as of the date hereof, except to the extent any such
representation or warranty is stated to relate solely to an earlier date,
in which case such representation or warranty shall be true and correct on
and as of such earlier date; and
(d) no Event of Default, and no event which, with the giving of
notice or lapse of time or both, would constitute an Event of Default has
occurred and is continuing.
Section 3. Miscellaneous.
(a) Except as expressly set forth herein, all provisions of the
Credit Agreement and the other Loan Documents shall continue in full force
and effect except that each reference to "the Credit Agreement" or words of
like import in any Loan Document shall mean and be a reference to the
Credit Agreement, as amended hereby.
(b) This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which
counterparts so executed and delivered shall be deemed to be an original,
and all of which counterparts, taken together, shall constitute but one and
the same Amendment.
(c) 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 California.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective duly authorized representatives as of
the date first above written.
PETCO ANIMAL SUPPLIES, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Senior Vice President - Finance
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UNION BANK OF CALIFORNIA, N.A.,
as Agent and as the Lender
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Vice President
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