|
EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this " First
Amendment ") is made as of this 30 th day of January, 2007 by and
among:
-
LONGS DRUG STORES CALIFORNIA, INC., a California corporation,
having its principal place of business at 141 North Civic Drive,
Walnut Creek, California 94596; and
the LENDERS party hereto; and
BANK OF AMERICA, N.A., as Issuing Bank, a national banking
association having a place of business at 100 Federal Street,
Boston, Massachusetts 02110; and
BANK OF AMERICA, N.A., as Administrative Agent and Collateral
Agent for the Lenders and the Other Secured Creditors, a national
banking association having a place of business at 100 Federal
Street, Boston, Massachusetts 02110; and
WELLS FARGO RETAIL FINANCE, LLC and GENERAL ELECTRIC CAPITAL
CORPORATION, as Co-Syndication Agents; and
WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as Documentation
Agent,
in consideration of the mutual covenants herein contained and
benefits to be derived herefrom.
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent, the Collateral
Agent, the Lenders, the Co-Syndication Agents, and the
Documentation Agents have entered into a Credit Agreement dated as
of August 6, 2004 (as amended and in effect, the " Credit
Agreement "); and
WHEREAS, the Borrower, the Administrative Agent, the Collateral
Agent, the Lenders, the Co-Syndication Agents, and the
Documentation Agents have agreed to amend certain provisions of the
Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, it is hereby agreed as follows:
|
1.
|
Definitions . All capitalized terms
used herein and not otherwise defined shall have the same meaning
herein as in the Credit Agreement.
|
1
|
2.
|
Amendments to Article I . The
provisions of Article I of the Credit Agreement are hereby amended
as follows:
|
|
|
(a)
|
By deleting the definition of "Applicable Margin"
in its entirety and substituting the following in its
stead:
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Level
|
|
Average Credit Extensions
|
|
Prime Rate
Loans
|
|
|
LIBO Loans
|
|
|
Letter of
Credit Fee
|
|
|
1
|
|
Average Credit Extensions less than or equal to
60% of the lesser of (a) the Total Commitments, or (b) the
Borrowing Base
|
|
0
|
%
|
|
1.00
|
%
|
|
0.50
|
%
|
|
2
|
|
Average Credit Extensions greater than 60% but
less than or equal to 80% of the lesser of (a) the Total
Commitments, or (b) the Borrowing Base
|
|
0
|
%
|
|
1.25
|
%
|
|
0.625
|
%
|
|
3
|
|
Average Credit Extensions greater than 80% of the
lesser of (a) the Total Commitments, or (b) the Borrowing
Base
|
|
0.25
|
%
|
|
1.50
|
%
|
|
0.75
|
%
|
-
-
-
The Applicable Margin shall be adjusted quarterly
as of the first day of each Fiscal Quarter, based upon the Average
Credit Extensions for the immediately preceding Fiscal Quarter.
Upon the occurrence of an Event of Default, at the option of the
Administrative Agent or at the direction of the Required Lenders,
interest shall be determined in the manner set forth in SECTION
2.11.
|
|
(b)
|
By deleting the definition of "Appraisal
Percentage" in its entirety and substituting the following in its
stead:
|
|
|
(c)
|
By deleting the definition of "Borrowing Base" in
its entirety and substituting the following in its
stead:
|
-
-
-
" Borrowing Base " means, at any time of
calculation, an amount equal to
(a) the Credit Card Advance Rate multiplied by the face
amount of Eligible Credit Card Receivables; plus
2
-
-
-
(b) the Appraisal Percentage multiplied by the
Appraised Value of Eligible Inventory, net of Inventory Reserves;
plus
(c) the Receivables Advance Rate multiplied by the face amount
of Eligible Third Party Receivables; plus
(d) the lesser of (i) eighty-five percent (85%) of the
Appraised Value of Prescription Lists or (ii) the difference
between (A) the sum of the amounts available under clauses
(a), (b), (c) and (e) (other than Availability Reserves
described in Section 2.03(a)(i) hereof) divided by 0.70, and
(B) the sum of the amounts available under clauses (a), (b),
(c) and (e) (other than Availability Reserves described
in Section 2.03(a)(i) hereof); minus
(e) the then amount of all Availability Reserves.
|
|
(d)
|
By deleting the definition of "Capital Lease
Obligations" in its entirety and substituting the following in its
stead:
|
-
-
-
" Capital Lease Obligations " of any
Person means the obligations of such Person to pay rent or other
amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person under GAAP, and
the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP; provided that ,
notwithstanding the foregoing, the obligations of the Borrower
under any lease of real property that would otherwise be treated as
an operating lease, but for the requirement under GAAP that such
lease be classified and accounted for as a capital lease, shall be
treated as an operating lease for purposes of this
Agreement.
|
|
(e)
|
By deleting the definition of "Maturity Date" in
its entirety and substituting the following in its
stead:
|
|
|
(f)
|
By deleting the definition of "Note Purchase
Agreement" in its entirety and substituting the following in its
stead:
|
-
-
-
" Note Purchase Agreement " means
(a) that certain Note Purchase Agreement dated as of
February 1, 1999 (as amended, modified, supplemented or
restated and in effect from time to time, the " 1999 Note
Purchase Agreement ") between the Borrower and the Purchasers,
and (b) any other note purchase agreement or indenture entered
into by the Borrower, provided that (i) such
note purchase agreement or indenture shall be unsecured or shall be
secured equally and ratably
3
-
-
-
with the Obligations hereby secured and subject
to the terms of the Collateral Agency Agreement, and (ii) the
terms of such note purchase agreement or indenture, including,
without limitation, the covenants, defaults, rights and remedies,
shall be prevailing market terms and shall not adversely affect the
rights of the Lenders hereunder.
|
|
(g)
|
By deleting the definition of "Purchaser Notes"
in its entirety and substituting the following in its
stead:
|
-
-
-
" Purchaser Notes " means, collectively,
(a) Longs’ 5.85% Senior Notes, Series 1999-A, Tranche 1,
Due February 15, 2006, in the aggregate amount of $15,000,000,
(b) Longs’ 6.19% Senior Notes, Series 1999-A, Tranche 2,
Due February 15, 2014, in the aggregate amount of $30,000,000,
(c) Longs’ 7.71% Senior Notes, Series 1999-B Tranche 1,
Due November 12, 2004 in the aggregate amount of $33,000,000,
(d) Longs’ 7.85% Senior Notes, Series 1999-B, Tranche 2,
Due November 12, 2006 in the aggregate amount of $37,000,000,
(e) Longs’ 6.46% Senior Notes, Series 2001-A, Tranche 1,
Due August 15, 2008 in the aggregate amount of $20,000,000,
(f) Longs’ 6.71% Senior Notes, Series 2001-A, Tranche 2,
Due August 15, 2008 in the aggregate amount of $30,000,000,
and (g) any other senior notes issued pursuant to the Note
Purchase Agreement.
|
|
(h)
|
By deleting the definition of "Total Commitments"
in its entirety and substituting the following in its
stead:
|
|
3.
|
Amendments to Article II . The
provisions of Article II of the Credit Agreement are hereby amended
as follows:
|
|
|
(a)
|
Section 2.01(a)(i) is hereby amended by
deleting the number "$280,000,000" and substituting the number
"$325,000,000" in its stead.
|
|
|
(b)
|
The second sentence of Section 2.01(a)(ii)
is hereby amended by deleting the number "$75,000,000" and
substituting the number "$150,000,000" in its stead.
|
|
|
(c)
|
The first sentence of Section 2.02(a) is
hereby amended by deleting the number "$345,000,000" and
substituting the number "$400,000,000" in its stead.
|
|
|
(d)
|
The last sentence of Section 2.06(b) is
hereby amended by deleting the number "$280,000,000" and
substituting the number $325,000,000" in its stead.
|
|
|
(e)
|
Section 2.07(a) is hereby amended by
deleting the number "$75,000,000" and substituting the number
"$150,000,000" in its stead.
|
4
|
|
(f)
|
The provisions of Section 2.14(a) of the
Credit Agreement are hereby deleted in their entirety and the
following substituted in their stead:
|
|
