AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT
PAMIDA, INC.
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SEAWAY IMPORTING COMPANY
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May 8, 1997
Congress Financial Corporation (Southwest)
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BankAmerica Business Credit, Inc.
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Gentlemen:
Congress Financial Corporation (Southwest), a Texas corporation in its
individual capacity ("Congress"), BankAmerica Business Credit, Inc., formerly
known as BA Business Credit Inc., a Delaware corporation ("BABC," together with
Congress each individually a "Lenders" and collectively, "Lenders"), Pamida,
Inc., a Delaware corporation ("Pamida"), Seaway Importing Company, a Nebraska
corporation ("Seaway, " together with Pamida, collectively, "Borrowers") and
Congress Financial Corporation (Southwest), a Texas corporation, as Agent for
Lenders (in such capacity, "Agent") have entered into certain financing
arrangements pursuant to the Loan and Security Agreement, dated March 30, 1993,
by and among Agent, Lenders and Borrowers (as amended by Amendment No. 1 to Loan
and Security Agreement dated as of January 23, 1995, Amendment No. 2 to Loan and
Security Agreement dated as of January 28, 1996, Amendment No. 3 to Loan and
Security Agreement dated as of September 16, 1996, Amendment No. 4 to Loan and
Security Agreement dated as of January 31, 1997 and Amendment No. 5 to Loan and
Security Agreement dated as of March 17, 1997 and as amended hereby, the "Loan
Agreement", and together with all agreements, documents and instruments at any
time executed and/or delivered in connection therewith or related thereto, as
the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, collectively, the "Financing
Agreements").
Borrowers have requested certain amendments to the amounts of Consolidated
Adjusted Cash Flow (as defined in the Loan Agreement) which Borrowers are
required to maintain and Agent and Lenders are willing to amend such covenants
of the Financing Agreements, subject to the terms and conditions contained
herein. By this Amendment, Agent, Lenders and Borrowers desire and intend to
evidence such amendments.
In consideration of the foregoing and the agreements and covenants
contained herein, the parties hereto agree as follows:
1. CONSOLIDATED ADJUSTED CASH FLOW. Section 6.21 of the Loan Agreement is
hereby deleted in its entirety and the following substituted therefor:
"6.21 Consolidated Adjusted Cash Flow. For any fiscal year ending on the
Sunday nearest January 31 of each calendar year, Pamida and its
Subsidiaries shall not permit Consolidated Adjusted Cash Flow to be less
than the amount indicated for the following periods:
DATE AMOUNT
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(i) The fiscal quarter ending
on or about April 30 ($10,500,000)
(ii) The two (2) fiscal quarters,
cumulatively, ending on or
about July 31 ($ 9,500,000)
(iii) The three (3) fiscal quarters,
cumulatively, ending on or
about October 31 ($ 6,500,000)
(iv) The four (4) fiscal quarters,
cumulatively, ending on or
about January 31 $ 3,500,000
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the continuing
representations, warranties and covenants heretofore or hereafter made by
Borrowers to Agent and Lenders pursuant to the Financing Agreements,
Borrowers hereby represent, warrant and covenant with and to Agent and
Lenders as follows (which representations, warranties and covenant are
continuing and shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
(a) No Event of Default exists on the date of this Amendment (after giving
effect to the amendments to the Financing Agreements made by this
Amendment).
(b) This Amendment has been duly authorized, executed and delivered by
each of Borrowers and is in full force and effect as of the date
hereof, and the agreements and obligations of each of Borrowers
contained herein constitute legal, valid and binding obligations of
each of Borrowers enforceable against each of Borrowers in accordance
with their respective terms.
(c) All required consents or approvals of any persons other than Lenders
and Agent to the authorization, execution and delivery of this
Amendment have been obtained by each of Borrowers and Guarantors, and
the authorization, execution and delivery hereof does not violate or
breach any provision of or constitute a default under any material
indenture, mortgage, deed of trust, agreement or instrument to which
any of Borrowers or Guarantors is or may be bound, including, without
limitation, the Note Indenture.
3. CONDITIONS PRECEDENT. The effectiveness of the amendments contained herein
shall be subject to the satisfaction of each of the following conditions
precedent in a manner satisfactory to Agent on behalf of Lenders:
(a) Agent shall have received, in form and substance satisfactory to
Agent, an executed original of this Amendment, duly authorized,
executed and delivered by each of Borrowers, Guarantors and BABC; and
(b) no Event of Default shall have occurred and be continuing and no event
shall have occurred or condition be existing and continuing which,
with notice or passage of time or both, would constitute an Event of
Default.
4. EFFECT OF THIS AMENDMENT. Except as modified pursuant hereto, no other
changes or modifications to the Financing Agreements are intended or
implied and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of
the effective date hereof. To the extent of any conflict between the terms
of this Amendment and the other Financing Agreements, the terms of this
Amendment shall control.
5. FURTHER ASSURANCES. The parties hereto shall execute and deliver such
additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Amendment.
6. GOVERNING LAW. The rights and obligations hereunder of each of the parties
hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York.
7. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
8. COUNTERPARTS. This Amendment may be executed in any number of counterparts,
but all of such counterparts shall together constitute but one and the same
agreement. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one counterpart thereof signed by each of
the parties hereto.
Please sign the enclosed counterpart of this Amendment in the space
provided below, whereupon this Amendment, as so accepted by Agent and Lenders,
shall become a binding agreement among Borrowers, Agent and Lenders.
Very truly yours,
PAMIDA, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT & CFO
SEAWAY IMPORTING COMPANY
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT & CFO
AGREED:
CONGRESS FINANCIAL CORPORATION
(SOUTHJWEST), individually and as Agent
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
BANKAMERICA BUSINESS CREDIT, INC.,
formerly known as BA Business Credit Inc.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT
ACKNOWLEDGED AND AGREED:
PAMIDA HOLDINGS CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT & CFO
PAMIDA TRANSPORTATION COMPANY
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT & CFO