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INDEX TO EXHIBITS
FILED WITH THE CURRENT REPORT
ON FORM 8-K DATED NOVEMBER 30, 2000
Exhibit
No. Description
4.39 Default Letter of the Credit Agreement
Exhibit 4.39
FLEET BANK
Big V Holding Corp.
C/o Thomas H. Lee Company
75 State Street
Boston, Massachusetts 02109
Attention: C. Hunter Boll
BV Holding Corporation
C/o Big V Supermarkets, Inc.
176 N. Main Street
Florida, New York 10921
Attention: President
Big V Supermarkets, Inc.
176 N. Main Street
Florida, New York 10921
Attention: President
Gentlemen:
Reference is made to that certain Credit Agreement dated as of January 14,
1999, as amended, supplemented or otherwise modified from time to time (as so
amended, the "Credit Agreement") among Big V Holding Corp., a Delaware
corporation ("Holdings"), BV Holdings Corporation, a Delaware corporation ("BV
Holdings"), Big V Supermarkets, Inc., a New York corporation (the "Borrower"),
the lenders from time to time party thereto (each a "Lender" and, collectively,
the "Lenders"), DLJ Capital Funding, Inc., as syndication agent (in such
capacity, the "Syndication Agent"), Fleet National Bank ("Fleet"), as
administrative agent (in such capacity, the "Administrative Agent"), and Summit
Bank, as documentation agent (in such capacity, the "Documentation Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
The Administrative Agent, at the request of the Required Lenders, hereby: (i)
declares the Total Commitment terminated, whereupon all Commitments of each
Lender shall forthwith terminate immediately and any A TL Commitment Commission
and RL Commitment Commission shall forthwith become due and payable without any
other notice of any kind; (ii) declares the principal of and any accrued
interest in respect of all Loans and the Notes and all Obligations owing under
the Credit Agreement and under the Notes to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind; and (iii) directs the Borrower to pay the Collateral Agent at the
Payment Office such additional amount of cash or Cash Equivalents, to be held as
security by the Collateral Agent, as is equal to the aggregate Stated Amount of
all Letters of Credit issued for the account of the Borrower and then
outstanding.
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In addition, (i) Fleet, as Lender, acting at the request of the Required
Lenders, will set off and appropriate any and all deposits (general or special)
and any other Indebtedness at any time held or owing by Fleet (including,
without limitation, by branches and agencies of Fleet wherever located) to or
for the credit or the account of the Credit Parties and will apply the amount of
such set-off against the Obligations, and (ii) Fleet, as Administrative Agent
and Collateral Agent, will liquidate all investments in the Junior Subordinated
Notes Escrow Agreement, will withdraw all amounts on deposit therein and will
apply such amounts against the Obligations.
The actions taken by the Administrative Agent in the preceding paragraph are
in addition to any and all other rights and remedies that the Administrative
Agent, the Collateral Agent or the Lenders may have from time to time under the
Credit Agreement, the other Loan Documents or otherwise at law or in equity. No
failure or delay on the part of the Administrative Agent, the Collateral Agent
or the Lenders in the exercise of any power, right, remedy or privilege under
the Credit Agreement, the other Loan Documents or otherwise at law or in equity
shall impair such power, right, remedy or privilege or be construed to be
waiver thereof, nor shall any single or partial exercise of any such power,
right, remedy or privilege preclude other or further exercise thereof or of any
other power, right, remedy or privilege.
FLEET NATIONAL BANK, as
Administrative Agent
By: /s/ signature
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