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Exhibit 10.1.1
SECOND AMENDMENT TO
CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment") is
dated as of the 28th day of July, 2000 by and among DAIRY MART CONVENIENCE
STORES, INC., a Delaware corporation (the "Company"), the banks and other
financial institutions listed on Schedule I to the Credit Agreement (as
hereinafter defined)(collectively, together with any banks or financial
institutions from time to time parties to the Credit Agreement, the "Banks") and
CITIZENS BANK OF CONNECTICUT, a Connecticut stock savings bank, as agent for the
Banks (in such capacity, the "Agent").
W I T N E S S E T H:
The Company, the Banks, and the Agent are parties to a certain Credit
Agreement dated as of the 28th day of December, 1999 (as amended and in effect
from time to time, the "Credit Agreement") whereby the Banks agreed to make
loans and advances and otherwise extend credit to the Company.
The Company, the Banks, and the Agent amended the Credit Agreement in
certain respects pursuant to a certain First Amendment to Credit Agreement dated
as of the 28th day of January, 2000 (the "First Amendment").
The Company, the Banks, and the Agent desire to further amend the
Credit Agreement.
Section 10.1. of the Credit Agreement provides that no amendment,
supplement or modification of the Credit Agreement shall be effective unless the
same shall be in writing and signed by the Company, the Banks and the Agent.
NOW, THEREFORE, in consideration of one dollar ($1.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Banks and the Agent hereby agree as follows:
1. Defined Terms. Defined terms not defined herein shall have the meanings
ascribed to them in the Credit Agreement.
2. Amendment to Credit Agreement.
(i) Section 7.1.(b) of the Credit Agreement, entitled "EBITDA to
Interest Expense," is hereby amended and restated in its entirety as follows:
(b) EBITDA to Interest Expense. For any period of four
consecutive fiscal quarters ending on any FQED set forth below, permit
the ratio of (i) Consolidated EBITDA
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for the applicable period to (ii) Consolidated Interest Expense for
such period to be less than the ratio set forth opposite such FQED:
FQED Ratio
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The FQED ending on or about July 31, 2000 2.00 to 1.00
The FQED ending on or about October 31, 2000
and thereafter 2.25 to 1.00
3. Confirmation of Agreements. The Company, the Banks, and the Agent hereby
agree that, except as provided in this Second Amendment, the Credit Agreement
(as amended by the First Amendment), the Notes and the Loan Documents, and the
grant of the liens, security interests and other encumbrances thereunder, and
their agreements, covenants, obligations, representations and warranties
thereunder and therein are hereby expressly ratified, confirmed and restated as
of the date hereof.
4. Effect of Amendment. The Company, the Banks, and the Agent hereby agree that,
except as provided in this Second Amendment, the Credit Agreement (as amended by
the First Amendment) remains in full force and effect and has not been modified
or amended in any respect, it being the intention of the Company, the Banks, and
the Agent that this Second Amendment and the Credit Agreement (as amended by the
First Amendment) be read, construed and interpreted as one and the same
instrument.
5. Benefit. This Second Amendment shall inure to the benefit of and bind the
parties hereto and their respective successors and assigns.
6. Amendments. This Second Amendment shall be modified only in writing, executed
by all parties hereto.
7. Counterparts. This Second Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which counterparts, taken together, shall constitute but
one and the same instrument.
8. Effectiveness. This Second Amendment shall become effective as of the date of
the execution and delivery by each of the Company, the Banks, and the Agent of a
counterpart of this Second Amendment, and, in the case of the Company, its
delivery to the Agent or its legal counsel of telephonic (confirmed in writing),
written, facsimile or telex notice (actually received) that the same has been
signed and delivery thereof arranged for (by mail, overnight courier or hand
delivery) (the "Effective Date").
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the Effective Date.
DAIRY MART CONVENIENCE STORES, INC.
By: /s/ Susan D. Adams
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Name: Susan D. Adams
Title: Vice President
CITIZENS BANK OF CONNECTICUT,
Individually and as Agent
By: /s/ Karen F. Booth
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Name: Karen F. Booth
Title: Vice President
NATIONAL CITY BANK
By: /s/ Michael Sweeney
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Name: Michael Sweeney
Title: Senior Vice President
PROVIDENT BANK
By: /s/ James Hojnacki
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Name: James Hojnacki
Title: Vice President
