AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
PAMIDA, INC.
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SEAWAY IMPORTING COMPANY
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March 17, 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 "Lender" 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 and Amendment No. 4 to Loan
and Security Agreement dated as of January 31, 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 that the "Maximum Credit" provided for in the
Financing Agreements be increased, that the term of the Loan Agreement be
extended and that certain other provisions of the Financing Agreements be
amended, and Agent and Lenders are willing to increase the Maximum Credit,
extend the Loan Agreement term and amend such other provisions 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.
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In consideration of the foregoing and the agreements and covenants
contained herein, the parties hereto agree as follows:
1. Amendments to Definitions.
(a) All references to the term "Maximum Credit" in any of the Financing
Agreements shall be deemed, and each such reference is hereby amended, to
mean $95,000,000.
(b) All references to the term "Renewal Date" in any of the Financing
Agreements shall be deemed, and each such reference is hereby amended, to
mean March 31, 2000.
(c) All references to the term "Interest Rate" in any of the Financing
Agreements shall be deemed, and each such reference is hereby amended, to
mean, as to Prime Rate Loans, a rate of one half of one (1/2%) percent per
annum in excess of the Prime Rate and, as to Eurodollar Rate Loans, a rate
of three and one-quarter (3 1/4%) percent per annum in excess of the
Adjusted Eurodollar Rate (based on the Eurodollar Rate applicable for the
Interest Period selected by Borrowers as in effect three (3) Business Days
after the date of receipt by Agent of the request of Borrowers for such
Eurodollar Rate Loans in accordance with the terms hereof, whether such
rate is higher or lower than any rate previously quoted to Borrowers),
provided, that:
(i) as to Eurodollar Rate Loans, the rate shall be reduced to or, if
previously reduced, continued at three (3%) percent per annum in
excess of the Adjusted Eurodollar Rate during any Rate Adjustment
Period, effective as of the first day of such Rate Adjustment Period,
if the average of the Excess Availability as of the close of business
on each of the Fridays in the immediately preceding Rate Adjustment
Period or, in the case of the initial Rate Adjustment Period, in the
immediately preceding period from the date hereof through April 30,
1997 shall have been greater than $10,000,000, provided, that, the
rate shall increase to or continue at three and one-quarter (3 1/4%)
percent per annum in excess of the Adjusted Eurodollar Rate during any
subsequent Rate Adjustment Period, effective as of the first day of
such Rate Adjustment Period, if the average of the Excess Availability
as of the close of business on each of the Fridays in the immediately
preceding Rate Adjustment Period or, in the case of the initial Rate
Adjustment Period, in the immediately preceding period from the date
hereof through April 30, 1997 shall not have been greater than
$10,000,000; and
(ii) notwithstanding anything to the contrary contained in this Section
1(c) or otherwise, at Agent's option, without notice, the rate shall
be, as to Prime Rate Loans, two and one half (2 1/2%) percent per
annum in excess of the Prime Rate and, as to Eurodollar Rate Loans,
five and one-quarter (5 1/4%) percent per annum in excess of the
Adjusted Eurodollar Rate, (A) for the period on and after (1) the date
of termination or non-renewal hereof and until such time as all
obligations are indefeasibly paid in full (nothwithstanding entry of
any judgment against Borrowers) or (2) the date of the occurrence of
any Event of Default and for so long as such Event of Default is
continuing
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as determined by Agent and (B) on the Revolving Loans at any time
outstanding in excess of the amounts available to Borrowers under
Section 2 of the Loan Agreement (whether or not such excess(es) arise
or are made with or without Agent's knowledge or consent and whether
made before or after an Event of Default).
2. Additional Definitions. As used herein and in the Financing Agreements,
the following terms shall have the following definitions, and the Loan Agreement
is hereby amended to include these defined terms and definitions:
"Adjusted Eurodollar Rate" shall mean, with respect to each
Interest Period for any Eurodollar Rate Loan, the rate per
annum(rounded upwards, if necessary, to the next one-sixteenth (1/16)
of one (1%) percent) determined by dividing (A) the Eurodollar Rate
for such Interest Period by (B) a percentage equal to: (i) one (1)
minus (ii) the Reserve Percentage. For purposes hereof, "Reserve
Percentage" shall mean the maximum reserve percentage, expressed as a
decimal (rounded upwards, if necessary, to the next one-sixteenth
(1/16) of one (1%) percent), prescribed by any United States or
foreign banking authority for determining the reserve requirement
which is or would be applicable to deposits of United States dollars
in a non-United States or an international banking office of Reference
Bank (or, if greater, in a non-United States or an international
banking office of any Lender, provided, that Agent shall have received
from such Lender prior written notice of such greater reserve
percentage) used to fund a Eurodollar Rate Loan or any Eurodollar Rate
Loan made with the proceeds of such deposit, whether or not the
Reference Bank (or such other Lender) actually holds or has made any
such deposits or loans. The Adjusted Eurodollar Rate shall be adjusted
on and as of the effective day of any change in the Reserve Percentage
(or, if later, upon the receipt by Agent of written notice from any
Lender of such greater reserve percentage).
"Business Day" shall mean any day other than a Saturday, Sunday,
or other day on which commercial banks are authorized or required to
close under the laws of the State of New York or the Commonwealth of
Pennsylvania, and a day on which the Reference Bank, Agent and Lenders
are open for the transaction of business, except that if a
determination of a Business Day shall relate to any Eurodollar Rate
Loans, the term Business Day shall also exclude any day on which banks
are closed for dealings in dollar deposits in the London interbank
market or other applicable Eurodollar Rate market.
"Eurodollar Rate" shall mean, with respect to the Interest Period
for a Eurodollar Rate Loan, the interest rate per annum equal to the
arithmetic average of the rates of interest per annum (rounded
upwards, if necessary, to the next one-sixteenth (1/16) of one (1%)
percent) at which Reference Bank is offered deposits of United States
dollars in the London interbank market on or about 9:00 a.m. (New York
time) two (2) Business Days prior to the commencement of such Interest
Period in amounts substantially
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equal to the principal amount of the Eurodollar Rate Loans
requested by and available to Borrowers in accordance with this
Agreement, with a maturity of comparable duration to the Interest
Period selected by Borrowers.
"Eurodollar Rate Loans" shall mean any Loans or portion
thereof on which interest is payable based on the Adjusted
Eurodollar Rate in accordance with the terms hereof.
"Interest Period" shall mean for any Eurodollar Rate Loan, a
period of approximately one (1) or two (2) months duration as
Borrowers may elect, the exact duration to be determined in
accordance with the customary practice in the applicable
Eurodollar Rate market; provided, that, Borrowers may not elect
an Interest Period which will end after the last day of the
then-current term of this Agreement.
"Loans" shall mean any Revolving Loans and shall, without
limitation, include any Revolving Loans that may from time to
time have been made as or converted to Eurodollar Rate Loans
pursuant to the terms of this Agreement.
"Prime Rate Loans" shall mean any Loans or portion thereof
on which interest is payable based on the Prime Rate in
accordance with the terms thereof.
"Rate Adjustment Period" shall mean any consecutive three
(3) calendar month period ending on April 30, July 31, October 31
or January 31 of any calendar year, commencing with such period
commencing on May 1, 1997 and ending on July 31, 1997.
"Reference Bank" Shall mean CoreStates Bank, N.A., or such
other bank as Agent may from time to time designate.
3. Other Defined Terms. All other capitalized terms used herein shall have
the meanings assigned thereto in the other Financing Agreements, unless
otherwise defined herein.
4. Loans. Section 2.1(a) of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
(a) Subject to, and upon the terms and conditions contained herein and in the
other Financing Agreements, at the request of Borrowers, each of Lenders
severally, but not jointly, agrees to lend to Borrowers and authorizes and
appoints Agent to make Revolving Loans to Borrowers, for the account of and
as Agent for Lenders, in such amounts from time to time as Agent shall
determine, in its discretion, at Borrowers' request up to fifty-five (55%)
percent of the Value of Eligible Inventory (or such greater or lesser
percentage thereof as Agent may determine from time to time)."
5. Facility Fee. In addition to any other fees provided for herein, in
Section 2.5 of the Loan Agreement or otherwise in the
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Financing Agreements, while the Loan Agreement is in effect, Borrowers shall pay
to Agent for the account of Lenders an annual facility fee in the amount of
$50,000, which amount shall be fully earned and payable on March 31 of each
calendar year, commencing with March 31, 1998.
6. Interest. Section 2.6 of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
2.6 Interest.
(a) Borrowers shall pay to Agent for the account of Lenders interest on the
outstanding principal amount of Revolving Loans and other the
non-contingent Obligations at the Interest Rate. All interest accruing
hereunder on and after the date of any Event of Default or termination or
non-renewal hereof shall be payable on demand.
(b) Borrowers may from time to time request that Prime Rate Loans be converted
to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans
continue for an additional Interest Period. Such request from Borrowers
shall specify the amount of the Prime Rate Loans to be converted to
Eurodollar Rate Loans (subject to the limits set forth below) and the
Interest Period to be applicable to such Eurodollar Rate Loans. Subject to
the terms and conditions contained herein, three (3) Business Days after
receipt by Agent of such a request from Borrowers, such Prime Rate Loans
shall be converted to Eurodollar Rate Loans or such Eurodollar Rate Loans
shall continue, as the case may be, provided, that, (i) no Event of
Default, or event which with notice or passage of time or both would
constitute an Event of Default exists or has occurred and is continuing,
(ii) no party hereto shall have sent any notice of termination or
non-renewal of this Agreement, (iii) Borrowers shall have complied with
such customary procedures as are established by Agent and specified by
Agent to Borrowers from time to time for requests by Borrowers for
Eurodollar Rate Loans (that are not inconsistent with the procedures
otherwise set forth herein for such requests), (iv) no more than four (4)
Interest Periods may be in effect at any one time, (v) the aggregate amount
of the Eurodollar Rate Loans must be in an amount not less than $5,000,000
or an integral multiple of $1,000,000 in excess thereof, (vi) after giving
effect to the requested conversion(s) and/or continuance(s), the maximum
principal amount of the Eurodollar Rate Loans at any time outstanding
during the applicable Interest Period shall not exceed the amount equal to
the lesser of (A) the principal amount of $35,000,000 and (B) fifty (50%)
percent of the daily average of the principal amount of all Loans which it
is anticipated will be outstanding at any time during the applicable
Interest Period, in each case as determined by Agent (but with no
obligation of Agent or Lenders to make any such Loans) and (vii) the
Interest Period and Adjusted Eurodollar Rate are available to Agent and
Lenders and can be readily determined as of the Business Date immediately
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following the date of the request for such Eurodollar Rate Loan by
Borrowers, provided, that, in the event such Interest Period and Adjusted
Eurodollar Rate are not available to any Lender, such Lender shall give
Agent two (2) Business Days prior written notice, and Agent shall so notify
Borrowers, and Agent and Lenders shall not be required to provide such
requested Eurodollar Rate Loan. Any request by Borrowers to convert Prime
Rate Loans to Eurodollar Rate Loans or to continue any existing Eurodollar
Rate Loans shall be irrevocable. Notwithstanding anything to the contrary
contained herein Agent, Lenders and Reference Bank shall not be required to
purchase United States Dollar deposits in the London interbank market or
other applicable Eurodollar rate market to fund any Eurodollar Rate Loans,
but the provisions hereof shall be deemed to apply as if Agent, Lenders and
Reference Bank had purchased such deposits to fund the Eurodollar Rate
Loans.
(c) Any Eurodollar Rate Loans shall automatically convert to Prime Rate Loans
upon the last day of the applicable Interest Period, unless Agent shall
have received and approved a request to continue such Eurodollar Rate Loan
at least three (3) Business Days prior to such last day in accordance with
the terms hereof. Any Eurodollar Rate Loans shall, at Agent's option, upon
notice by Agent to Borrowers, convert to Prime Rate Loans in the event that
(i) an Event of Default or event which with the notice or passage of time
or both would constitute an Event of Default, shall exist, (ii) this
Agreement shall terminate or not be renewed, or (iii) the aggregate
principal amount of the Prime Rate Loans which have previously been
converted to Eurodollar Rate Loans or existing Eurodollar Rate Loans
continued, as the case may be, at the beginning of an Interest Period shall
at any time during such Interest Period exceed either (A) fifty (50%)
percent of the aggregate principal amount of the Loans then outstanding, or
(B) the principal amount of the Loans then available to Borrowers under
Section 2 hereof. Borrowers shall pay to Agent for the accounts of Lenders,
upon demand by Agent (or Agent may, at its option, charge any loan account
of Borrowers) any amounts required to compensate Agent, Lenders, the
Reference Bank or any participant with any Lenders for any loss (including
loss of anticipated profits), cost or expense incurred by such person, as a
result of the conversion of Eurodollar Rate Loans to Prime Rate Loans
pursuant to any of the foregoing.
(d) Interest shall be payable by Borrowers to Agent for the accounts of Lenders
monthly in arrears not later than the first day of each calendar month and
shall be calculated on the basis of a three hundred sixty (360) day year
and actual days elapsed. The interest rate on noncontingent Obligations
(other than Eurodollar Rate Loans) shall increase or decrease by an amount
equal to each increase or decrease in the Prime Rate effective on the first
day of the month after any change in such Prime Rate is announced based on
the Prime Rate in effect on the last day of the month in which any such
change occurs. In no
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event shall charges constituting interest payable by Borrowers to Agent
exceed the maximum amount or the rate permitted under any applicable law or
regulation, and if any such part or provision of this Agreement is in
contravention of any such law or regulation, such part or provision shall
be deemed amended to conform thereto.
7. Changes in Laws and Increased Costs of Loans. A new Section 2.10 to the
Loan Agreement is hereby added, as follows:
2.10 Changes in Laws and Increased Costs of Loans.
(a) Notwithstanding anything to the contrary contained herein, all Eurodollar
Rate Loans shall, upon notice by Agent to Borrowers, convert to Prime Rate
Loans in the event that (i) any change in applicable law or regulation (or
the interpretation or administration thereof) (A) shall make it unlawful
for Agent, any of Lenders, Reference Bank or any participant to make or
maintain Eurodollar Rate Loans or to comply with the terms hereof in
connection with the Eurodollar Rate Loans or (B) shall result in the
increase in the costs to Agent, any of Lenders, Reference Bank or any
participant of making or maintaining any Eurodollar Rate Loans or (C) shall
reduce the amounts received or receivable by Agent, any of Lenders,
Reference Bank or any participants in respect thereof, by an amount deemed
by Agent or such Lender to be material, provided, that, in the event of any
such change of law, regulation, interpretation or administration applicable
to any Lender, such Lender shall have notified Agent and Borrowers, or (ii)
the cost to Agent, any of Lenders, Reference Bank or any participant of
making or maintaining any Eurodollar Rate Loans shall otherwise increase by
an amount deemed by Agent or any Lender to be material to it, other than,
with respect to any Eurodollar Rate Loan, an increase of cost arising
solely as the result of an increase in the rate at which Reference Bank (or
any other bank used by any Lender) is offered deposits of United States
dollars in the London interbank market after the date that is two (2)
Business Days prior to the commencement of the Interest Period applicable
to such Eurodollar Rate Loan, provided, that, in the event of any such
increase in cost applicable to any Lender, such Lender shall have notified
Agent and Borrower. Borrowers shall pay to Agent, upon demand by Agent (or
Agent may, at its option, charge any loan account of Borrowers) any amounts
required to compensate Agent, any of Lenders, the Reference Bank or any
participant with Lenders for any loss (including loss of anticipated
profits), cost or expense incurred by such person as a result of the
foregoing, including, without limitation, any such loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such person to make or maintain the Eurodollar Rate Loans
or any portion thereof. A certificate of Agent setting forth the basis for
the determination of such amount necessary to compensate Agent, any of
Lenders, Reference Bank of any participant with Lenders as aforesaid shall
be delivered to Borrowers and shall be conclusive, absent manifest error.
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(b) If any payments or prepayments in respect of the Eurodollar Rate Loans are
received by Agent other than on the last day of the applicable Interest
Period (whether pursuant to acceleration, upon maturity or otherwise),
including any payments pursuant to the application of collections under
Section 8 or any other payments made with the proceeds of Collateral,
Borrowers shall pay to Agent upon demand by Agent (or Agent may, at its
option, charge any loan account of Borrowers) any amounts required to
compensate Agent, and of Lenders, the Reference Bank or any participant
with any of Lenders for any additional loss (including loss of anticipated
profits), cost or expense incurred by such person as a result of such
prepayment or payment, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or reemployment of deposits
or other funds acquired by such person to make or maintain such Eurodollar
Rate Loans or any portion thereof."
8. Consolidated Working Capital. Section 6.18 of the Loan Agreement is
hereby deleted in its entirety and the following substituted therefor:
6.18 Consolidated Working Capital. Pamida and its Subsidiaries shall
have Consolidated Working Capital of not less than the following amounts at the
end of each fiscal quarter during the period indicated below:
Period Amount
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(a) From the date of Amendment
No. 5 to this Agreement
through May 3, 1998 $22,500,000
(b) From May 4, 1998 through
May 2, 1999 $27,500,000
(c) From May 3, 1999 and at
all times thereafter $32,500,000
9. Consolidated Tangible Net Worth. Section 6.19 of the Loan Agreement is
hereby deleted in its entirety and the following substituted therefor:
"6.19 Consolidated Tangible Net Worth. Pamida and its Subsidiaries
shall have Consolidated Tangible Net Worth of not less than the following
amounts at the end of each fiscal quarter during the period indicated
below:
Period Amount
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(a) From the date of Amendment
No. 5 to this Agreement
through May 3, 1998 $70,000,000
(b) From May 4, 1998 through
May 2, 1999 $75,000,000
(c) From May 3, 1999 and at
all times thereafter $80,000,000
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10. 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. Pamida and its Subsidiaries
shall not permit Consolidated Adjusted Cash Flow to be less than the amount
indicated for the following periods of any fiscal year ending on the Sunday
nearest January 31 of each calendar year:
Date Amount
------------------------------------- -------------
(i) The fiscal quarter ending
on or about April 30 ($10,000,000)
(ii) The two (2) fiscal quarters,
cumulatively, ending on or
about July 31 ($ 8,500,000)
(iii)The three (3) fiscal quarters,
cumulatively, ending on or
about October 31 ($ 5,000,000)
(iv) The four (4) fiscal quarters,
cumulatively, ending on or
about January 31 $ 5,000,000
11. Calculation of Financial Covenants.
(a) Section 2 of Amendment No. 2 to Loan Agreement is hereby deleted in its
entirety and the effects of the one-time special charges referred to
therein shall not be excluded from any calculations required by Sections
6.18, 6.19, 6.20 or 6.21 of the Loan Agreement.
(b) Notwithstanding anything to the contrary contained in Section 1.28 of the
Loan Agreement, for purposes of any calculations required by Sections 6.18,
6.19, 6.20 or 6.21 of the Loan Agreement, GAAP shall be determined, in each
case, on the basis of generally accepted accounting principles in the
United States of America as in effect on the date of this Amendment, as set
forth in the applicable opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards
Board issued on or prior to the date of this Amendment, and consistent with
those used in the preparation of the most recent audited financial
statements delivered to Agent and Lenders prior to the date of this
Amendment and the debt compliance calculation sheet attached hereto as
Exhibit A, and Section 1.28 of the Loan Agreement shall be deemed, and is
hereby so amended.
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(c) For purposes of calculating Consolidated Working Capital, as provided for
in Section 1.19 of the Loan Agreement, and notwithstanding anything to the
contrary stated therein, all Indebtedness of Borrowers under the Financing
Agreements shall at all times be deemed to be classified as "current
liabilities" as that term is used in Section 1.19(b), and shall be included
as such in such Section 1.19(b) notwithstanding any other classification or
the reclassification of such Indebtedness for any other purpose, and
Section 1.19(b) of the Loan Agreement shall be deemed, and is hereby, so
amended.
12. Termination Fee. Sections 9.2(e) (i), (ii) and (iii) of the Loan
Agreement are hereby deleted in their entirety and the following substituted
therefor:
(i) three (3%) percent of the Maximum Credit if such termination is effective
after the fourth anniversary of this Agreement but on or prior to the fifth
anniversary of this Agreement; or
(ii) two (2%) percent of the Maximum Credit if such termination is effective
after the fifth anniversary of this Agreement but on or prior to the sixth
anniversary of this Agreement; or
(iii)one-half (1/2%) percent of the Maximum Credit if such termination is
effective after the sixth anniversary of this Agreement but prior to the
Renewal Date then in effect."
13. 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 and the other amendment agreements delivered in connection
herewith, have been duly authorized, executed and delivered by each of
Borrowers and are in full force and effect as of the date hereof, and the
agreements and obligations of each of Borrowers contained herein and
therein 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 and
the other amendment agreements delivered in connection herewith 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,
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agreement or instrument to which any of Borrowers or Guarantors is or may
be bound, including, without limitation, the Note Indenture.
14. 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;
(b) Agent shall have received, in form and substance satisfactory to Agent, an
executed original of Amendment No. 4 to Deed of Trust, Security Agreement
and Assignment of Leases and Rents by Pamida in favor of Old Republic
National Title Insurance Company, as trustee, for the benefit of Agent and
Lenders, duly authorized, executed and delivered by the parties thereto;
(c) Agent shall have received, in form and substance satisfactory to Agent, an
executed original of Amendment No. 4 to Leasehold Deed of Trust, Security
Agreement and Assignment of Leases and Rents by Pamida in favor of Old
Republic National Title Insurance Company, as trustee, for the benefit of
Agent and Lenders, duly authorized, executed and delivered by the parties
thereto;
(d) Agent shall have received, in form and substance satisfactory to Agent, an
executed original of Amendment No. 4 to Co-Lending and Agency Agreement,
duly authorized, executed and delivered by each of Agent and Lenders;
(e) Agent shall have received, in form and substance satisfactory to Agent, a
secretary's certificates for each of Borrowers and Guarantors with respect
to directors' resolutions, incumbency and other matters as Agent may
require; and
(f) 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.
15. Amendment and Line Increase Fee. Borrowers shall pay to Agent for the
account of Lenders an amendment fee in an amount equal to $200,000, which fee
shall be fully earned and payable as of the date hereof, shall be in addition to
all other amounts payable under the Financing Agreements, shall constitute part
of the Obligations and may, at Agent's option, be charged directly to any
account(s) of Borrowers maintained with Agent or Lenders.
16. 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.
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17. 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.
18. 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.
19. 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.
20. 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.
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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
(SOUTHWEST), 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
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Pamida, Inc.
Exhibit A
Debt Compliance Calculations
Per Amendment
No. 5 Requirements
Fiscal Year End 1997
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Preliminary
FYE 1997
Actuals
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Section 6.18 Cash flow requirement
Net income (loss) after taxes: $ 3,696
Depr & amort 11,319
Amort of def finance costs 676
Provision for LIFO 874
Post employment health (125)
Stock incentive benefit 0
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Sub total 16,440
Capital expenditures (4,947)
Principal payments non-revolver debt (1,334)
Principal payments captial leases (2,637)
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Adjusted cash flow as defined 7,522
Adjusted cumulative cash flow as defined 7,522
Proposed minimum 3,500
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Excess (deficit) $ 4,022
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Section 6.19 Consolidated working capital requirement
Total current assets $ 176,139
LIFO reserve 6,574
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Current assets as adjusted 182,713
Total current liabilities 148,309
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Working capital as defined 34,404
Proposed minimum 22,500
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Excess (deficit) $ 11,904
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Section 6.21 Consolidated tangible net worth
requirement
SH equity $ (57,531)
LIFO reserve 6,574
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Adjusted shareholders' equity (50,957)
Subordinated indebtedness 140,000
Deferred finance costs (3,124)
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85,919
Minimum required/proposed 70,000
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Excess (deficit) $ 15,919
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