Natural Grocers by Vitamin Cottage: FIFTH AMENDMENT TO THE CREDIT AGREEMENT (Form 8-K)

0

FIFTH AMENDMENT TO THE CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO THE CREDIT AGREEMENT, dated September 16, 2021 (this “Amendment“), is entered into between VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., a Colorado company (the”Borrower“), the Guarantors parties hereto, the Lenders parties hereto and BANK OF AMERICA, NA, in their capacity as Administrative Agent, L / C Issuer and Swing Line Lender (in such capacity, the”Administrative agent“). Capitalized terms used herein and not otherwise defined will have the meanings given to them in the Credit Agreement (as defined below).

RECITALS

WHEREAS reference is made to this credit agreement, dated January 28, 2016, by and among the borrower, the guarantors parties to it, the lenders from time to time parties to it and the administrative agent (as amended, modified, supplemented or extended from time to time before the date hereof, the “Existing credit agreement“); and

WHEREAS the parties hereto have agreed to modify the existing credit agreement as provided herein, such modifications not constituting a novation of the existing credit agreement (the existing credit agreement, as amended hereby, the “Credit agreement“).

THEREFORE, in consideration of the agreements contained herein, and for any other valid and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Modifications. As of the satisfaction of the conditions precedent set out in section 2 hereof, the existing Credit Agreement is hereby amended as follows:

(a) The sentence immediately following the price table in the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended as follows:

Any increase or decrease in the applicable rate resulting from a change in the consolidated leverage ratio will be effective on the first business day immediately following the date on which a certificate of compliance is issued in accordance with Article 6.01 (c) (including, for the avoidance of doubt, for the Borrower’s fiscal quarter ending September 30, 2021); provided, Nevertheless, that if a certificate of compliance is not issued by the due date in accordance with this section, then, at the request of the required lenders, pricing level 3 will apply from the first business day after the date on which this certificate of conformity must have been delivered and will remain in force until the first working day immediately following the date on which this certificate of conformity is issued in accordance with Article 6.01 (c), after which the Applicable Rate will be adjusted according to the calculation of the Consolidated Leverage Ratio contained in this Certificate of Conformity.

(b) The definition of “Consolidated Financial Leverage Ratio” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

“Consolidated leverage ratio“means, at any determination date, the ratio (a) of Total Funded Debt at that date less the Borrower’s unallocated domestic cash and cash equivalents at such date, calculated in accordance with GAAP, at (b ) the consolidated EBITDAR for the period of four fiscal quarters ending on or immediately before that date.

NE COLORADO CELLULAR, INC.

FIRST AMENDMENT TO THE CREDIT AGREEMENT

2. Efficiency; Preconditions. This Addendum shall come into force on the date hereof upon receipt by the Administrative Agent of copies of this Addendum duly signed by the Borrower, the Guarantors and the Lenders.

3. Ratification of credit agreement. Each party to the Loan acknowledges and accepts the terms set forth herein and agrees that this amendment does not alter, reduce or limit any of its obligations under the Loan Documents, as amended herein. This amendment is a loan document.

4. Authority / applicability. Each Lender declares and guarantees the following:

(a) He has taken all necessary measures to authorize the execution, delivery and execution of this Addendum.

(b) This addendum has been duly executed and delivered by each loaned party and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, except to the extent of applicable debtor relief laws or related equitable principles. to enforceability.

(c) No approval, consent, exemption, authorization or other action by, or notice to, or deposit with any governmental authority or any other person is necessary or required in connection with the performance, delivery or delivery. execution by this lending party of this amendment.

(d) The execution and delivery of this Amendment does not (i) violate the terms of its organizational documents or (ii) violate any law.

5. Representations and guarantees of the parties to the loan. Each Loan Party represents and warrants to the Lenders that after giving effect to this Amendment (a) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement are true and correct as of the date hereof, except to the extent that such representations and warranties refer specifically to an earlier date, in which case they are true and correct as of that earlier date, and (b) no defect exists.

6. Counterparts / Fax. This amendment may be carried out in an unlimited number of copies, each of which, when so signed and delivered, will be an original, but which will all constitute one and the same instrument. Delivery of signed copies of this amendment by fax or other secure electronic format (.pdf) will take effect as the original.

7. APPLICABLE LAW. THIS AMENDMENT WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH NEW YORK STATE LAWS.

8. Successors and assigns. This amendment shall be binding and applicable for the benefit of the parties hereto and their respective successors and assigns.

9. Headers. The section titles herein are provided for convenience only and will not affect the meaning or interpretation of any provision of this amendment.

ten. Divisibility. If any provision of this Amendment is found to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the other provisions of this Amendment will not be affected or impaired and (b) the parties will make good faith efforts negotiations to replace illegal, invalid or unenforceable provisions with valid provisions the economic effect of which is as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[remainder of page intentionally left blank]

2

Each of the parties hereto has caused a copy of this amendment to be duly executed and delivered on the date indicated above.

BORROWER:

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,

a Colorado company

Through:

/ s / Kemper Isely

Name: Kemper Isely

Title: Co-chair

GUARANTEES:

NATURAL GROCERIES BY VITAMIN COTTAGE, INC.,

a Delaware corporation

Through:

/ s / Kemper Isely

Name: Kemper Isely

Title: Co-chair

VITAMIN COTTAGE TWO LTD. RESPONSIBLE COMPANY,

a Colorado limited liability company

Through:

/ s / Kemper Isely

Name: Kemper Isely

Title: Manager

FIFTH AMENDMENT TO THE CREDIT AGREEMENT

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.

ADMINISTRATIVE AGENT:

BANK OF AMERICA, NA,

as administrative agent

Through:

/ s / John Sletten

Name: John Sletten

Title: Senior Vice President

FIFTH AMENDMENT TO THE CREDIT AGREEMENT

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.

LENDERS:

BANK OF AMERICA, NA,

as Lender, L / C Issuer and Swing Line Lender

Through:

/ s / John Sletten

Name: John Sletten

Title: Senior Vice President

FIFTH AMENDMENT TO THE CREDIT AGREEMENT

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.

Disclaimer

Natural Groceries by Vitamin Cottage Inc. published this content on September 22, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on September 22, 2021 08:41:05 PM UTC.


Source link

Leave A Reply

Your email address will not be published.