ASSUMPTION AGREEMENT
Assumption Agreement (the "Assumption Agreement"),
dated as of May 22, 1998, made by ShopKo Stores, Inc.,
a Wisconsin corporation ("New ShopKo"), which is the
surviving corporation of the merger between New ShopKo
and ShopKo Stores, Inc., a Minnesota corporation ("Old
ShopKo"), for the benefit of the Agent and the Banks
which are parties to the Credit Agreement referred to
below. Capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to such terms
in the Credit Agreement.
WITNESSETH:
WHEREAS, Old ShopKo, the Banks and Bankers Trust
Company, as Agent, entered into a Credit Agreement
dated as of July 8, 1997 (as modified, supplemented or
amended from time to time, the "Credit Agreement");
and
WHEREAS, Old ShopKo and New ShopKo entered into an
Agreement and Plan of Merger dated as of March 31, 1998
whereby Old ShopKo agreed to merge with and into New
ShopKo with the purpose and effect of changing the Old
ShopKo's state of incorporation from Minnesota to
Wisconsin (the "Reincorporation"); and
WHEREAS, the Reincorporation has been consummated
and, to comply with the requirements of Section 5.09(a)
of the Credit Agreement, New ShopKo desires to execute
and deliver this Assumption Agreement.
NOW, THEREFORE, for good and valuable
consideration the receipt and sufficiency of which is
hereby acknowledged by New ShopKo, New ShopKo hereby
agrees as follows:
1. New ShopKo hereby expressly assumes all
rights, obligations, duties and liabilities of Old
ShopKo under (i) the Credit Agreement and (ii) the
Letters of Credit issued thereunder.
2. New ShopKo hereby acknowledges and agrees
that all references in the Credit Agreement to the
"Borrower" shall be deemed to be references to New
ShopKo as the surviving corporation of the Merger.
3. New ShopKo hereby represents and warrants and
covenants to the Agent and the Banks as follows:
(a) on the date hereof and after giving
effect to the Reincorporation and the execution
and delivery of this Assumption Agreement, all
representations and warranties contained in the
Credit Agreement are true and correct in all
respects and no Default or Event of Default is in
existence; and
(b) on and after the date hereof, New
ShopKo, as the surviving corporation in the
Reincorporation, will fully and faithfully perform
all obligations (including payment obligations and
compliance with all covenants) (i) of the
"Borrower" under the Credit Agreement and the
Letters of Credit and (ii) under the Notes
delivered by New ShopKo pursuant to the Credit
Agreement.
4. This Assumption Agreement and the rights and
obligations of the parties hereunder shall be construed
in accordance with and governed by the laws of the
state of New York without giving effect to the conflict
of laws principles thereof.
5. This Assumption Agreement is made for the
benefit of the Agent and the Banks under the Credit
Agreement and may not be amended, modified or waived
without the consent of the Agent and the Banks.
6. This Assumption Agreement may be signed in
any number of counterparts, each of which shall be an
original, with the same effect as if the sigantures
were on the same instrument.
IN WITNESS WHEREOF, New ShopKo has caused this
Assumption Agreement to be duly executed and delivered
by its authorized officer as of the day and year first
above written.
SHOPKO STORES, INC.,
a Wisconsin corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman, President, and
Chief Executive Officer
Accepted by:
BANKERS TRUST COMPANY, as Agent
By: /s/ ▇▇▇▇ ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: Assistant Vice President