Exhibit 10.7
THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made
and entered into as of this 27th day of January, 1994 by and between ORCHARD
SUPPLY HARDWARE CORPORATION, a Delaware corporation ("Borrower"), and
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Lender").
R E C I T A L S
A. Borrower and Lender entered into that certain Loan Agreement
("Agreement") dated as of March 19, 1990, as amended by the certain First
Amendment to Loan Agreement dated as of September 8, 1990 and the certain
Second Amendment to Loan Agreement dated as of December 1, 1993 (collectively,
the "Agreement").
B. Borrower proposes to issue and sell up to $100 million of
senior unsecured notes due 2002 (the "New Notes") and, in connection with such
offering, Borrower has requested that the Lender agree to certain amendments
to the Agreement in order to modify the debt incurrence covenant contained
therein to be comparable to the covenant contained in the Indenture pursuant
to which the New Notes will be issued.
C. Borrower and Lender now desire to further amend the
Agreement in certain respects as more specifically provided herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Borrower and Lender agree as
follows:
1. RECITALS. The foregoing recitals are true and correct and
by this reference are incorporated herein.
2. DEFINITIONS. All words and phrases having their initial
letters capitalized in this Amendment, and not specifically defined in this
Amendment, shall have the meanings set forth in the Agreement.
3. Section 1.01 of the Agreement is amended by adding the
following as clause (g) at the end thereof:
"(g) The term "New Notes Indenture" shall mean that certain
Indenture dated as of January 15, 1994 among the Borrower, OHC and
U.S. Trust Company of California, N.A., as trustee, as the same
may be amended from time to time."
4. Section 3.08 of the Agreement is hereby amended to read in
its entirety as follows:
"In addition to any and all other conditions, restrictions
and limitations upon Borrower's incurrence of any loans,
indebtedness or obligations provided in this Agreement or in the
other Loan Documents, Borrower hereby covenants and agrees in that
Borrower shall not, and shall not permit any of its subsidiaries
to, directly or indirectly (whether through one or more
subsidiaries), create, incur, assume, become liable for or
guarantee the payment of contingently or otherwise (collectively
defined as an "incurrence" in the New Notes Indenture), any
Indebtedness (as defined in the New Notes Indenture), except as
expressly permitted pursuant to the terms of Section 4.04 of the
New Notes Indenture, and subject to the following conditions and
limitations, which conditions and limitations, as between Lender
and Borrower, shall supersede and prevail over any inconsistent
provisions contained in Section 4.04 of the New Notes Indenture:
(a) In the event of, and concurrently with, the incurrence
of any such Indebtedness by any subsidiary of Borrower
pursuant to and in compliance with Section 4.04 of the
New Notes Indenture, Borrower shall, and shall cause
each subsidiary so incurring such Indebtedness to,
comply with each of the requirements of SECTION 3.19
below; and
(b) For purposes of the incorporation herein of Section
4.04 of the New Notes Indenture, the terms "Default"
and "Event of Default" as used therein shall include
an Event of Default hereunder or under any of the
other Loan Documents and any event or condition that
with the giving of notice or passage of time, or both,
would constitute an Event of Default hereunder or
under any of the other Loan Documents."
5. EFFECTIVENESS. The amendments to the Agreement specified
herein shall become effective concurrently with the closing of the issuance
and sale by the Borrower of the New Notes.
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6. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, and which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written.
ORCHARD SUPPLY HARDWARE
CORPORATION, a Delaware
corporation
By:/s/Maynard Jenkins
--------------------------
Maynard Jenkins, President
By:/s/Stephen M. Hilberg
--------------------------
Stephen M. Hilberg,
Chief Financial Officer
"Borrower"
METROPOLITAN LIFE INSURANCE
COMPANY, a New York corporation
By:/s/William F. Covington
--------------------------
Its: Assistant Vice President
"Lender"
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ORCHARD SUPPLY HARDWARE STORES CORPORATION (formerly, ORCHARD
HOLDING CORPORATION), a Delaware corporation, hereby acknowledges and approves
of all of the foregoing terms and confirms its obligations and agreements
pursuant to the terms of SECTIONS 3.02, 3.05, 3.13 AND 5.02 of the Loan
Agreement, as modified by this Amendment.
ORCHARD SUPPLY HARDWARE STORES
CORPORATION, a Delaware corporation
By:/s/Stephen M. Hilberg
---------------------------------
Its:Vice President
By: /s/Maynard Jenkins
---------------------------------
Its:President
"OHC"
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