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EXHIBIT 10.28
AMENDMENT NO. 2 TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the "Amendment") is made as
of June 29, 2000, by and between LA PETITE ACADEMY, INC., a Delaware corporation
(the "Borrower"), LPA HOLDING CORP., a Delaware corporation (the "Parent"), BANK
OF AMERICA, N.A., a national banking association and successor by merger to
NationsBank, N.A., as administrative agent, documentation agent and collateral
agent for the Lenders party to the Credit Agreement (as defined below) and as a
Lender (in its capacity as administrative agent, the "Agent," in its capacity as
collateral agent, the "Collateral Agent" and in its capacity as a Lender, "Bank
of America"), CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, successor to The Chase
Manhattan Bank, as syndication agent and as a Lender (in its capacity as a
Lender, "Chase") and the other Lenders party to the Credit Agreement.
RECITALS
A. The Borrower, the Parent, the Agent and Chase are parties to that
certain Credit Agreement dated as of May 11, 1998, (as the same from time to
time may be extended, amended, supplemented, waived or modified, the "Credit
Agreement"), pursuant to which Chase has heretofore acted: (i) as Issuing Bank
and, in that capacity, has issued Letters of Credit from time to time on behalf
of the other Lenders party thereto for the account of the Borrower; and (ii) as
Swingline Lender and, in that capacity, has made Swingline Loans on behalf of
the other Lenders party thereto.
B. The Parent has executed that certain Parent Guarantee Agreement
dated as of May 11, 1998 (the "Parent Guarantee Agreement"), LPA Services, Inc.
("LPAS") has executed that certain Subsidiary Guaranty Agreement dated as of May
11, 1998 (the "Subsidiary Guarantee Agreement") and Bright Start, Inc. ("BSI")
has executed that certain Supplement No. 1 dated as of July 23, 1999 to the
Subsidiary Guarantee Agreement, in each case in favor of the Agent and the
Collateral Agent (the Parent, in its capacity as a guarantor, LPAS and BSI,
each, a "Guarantor" and, collectively, the "Guarantors").
C. Chase and the Agent have requested certain changes in the terms of
the Credit Agreement to allow Bank of America to replace Chase as both the
Issuing Bank and the Swingline Lender, and the Borrower, the Parent and the
Required Lenders are willing to agree to those changes on the terms and
conditions set forth herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties do hereby agree as follows:
1. Capitalized terms used but not defined in this Amendment shall have
the meanings given them in the Credit Agreement.
2. Amendment to the Credit Agreement:
(a) Section 1.01 of the Credit Agreement is hereby amended as
follows:
(i) The first sentence of the definition of "Issuing Bank"
is hereby amended and restated in its entirety to read as
follows:
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"Issuing Bank" means Bank of America, N.A., in its capacity
as the issuer of letters of credit hereunder, and its
successors in such capacity as provided in Section 2.05(i)."
(ii) The definition of "Swingline Lender" is hereby amended
and restated in its entirety to read as follows:
"Swingline Lender" means Bank of America, N.A. or any of its
Affiliates, in its capacity as lender of Swingline Loans
hereunder.
(b) Section 9.01(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"if to Holdings or the Borrower, to it at 14 Corporate
Woods, 8717 West 110th Street, Suite 300, Overland Park,
Kansas 66210, Attention: Chief Financial Officer (Telecopy:
913/345-9601) with a copy to Chase Capital Partners, 380
Madison Avenue - 12th Floor, New York, New York 10017,
Attention of Stephen P. Murray (Telecopy: 212/622-3101);"
(c) Section 9.01(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"if to the Administrative Agent, the Documentation Agent or
the Collateral Agent to Bank of America, N.A., 101 North
Tryon Street, NC1-001-15-04, Charlotte, North Carolina
28255, Attention of Credit Services - Erik Truett (Telecopy:
704/409-0028) with a copy to Johns Ellington (Telecopy:
704/386-9607);"
(d) Section 9.01(c) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"if to the Issuing Bank, to Bank of America, N.A., 101 North
Tryon Street, NC1-001-15-04, Charlotte, North Carolina
28255, Attention of Credit Services - Erik Truett (Telecopy:
704/409-0028) with a copy to Johns Ellington (Telecopy:
704/386-9607);"
(e) Section 9.01(d) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"if to the Swingline Lender, to Bank of America, N.A., 101
North Tryon Street, NC1-001-15-04, Charlotte, North Carolina
28255, Attention of Credit Services - Erik Truett (Telecopy:
704/409-0028) with a copy to Johns Ellington (Telecopy:
704/386-9607); and"
3. Each of the Borrower and the Parent hereby represents and warrants
to the Agent and the Lenders that:
(a) this Amendment has been duly authorized, executed and delivered
on its behalf, and the Credit Agreement as amended hereby,
constitute its legal, valid and binding obligations enforceable
against it in accordance with their respective terms, except as
limited by applicable bankruptcy, insolvency, moratorium or other
similar laws affecting the enforcement of creditors' rights
generally and subject to any equitable principles limiting the
right to obtain specific performance of any such obligation;
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(b) the representations and warranties of each of the Borrower and
the Parent set forth in Article III of the Credit Agreement
(other than any representations and warranties that relate
exclusively to a prior date, which representations and warranties
were true and correct in all material respects as of such prior
date), are true and correct in all material respects on and as of
the date hereof with the same force and effect as if made on and
as of such date; and
(c) no Default or Event of Default under the Credit Agreement has
occurred and is continuing or will result from the execution and
delivery of this Amendment.
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York. As expressly amended hereby, the Credit
Agreement is hereby ratified and confirmed and shall continue in full force and
effect.
5. By execution hereof, (a) Chase, solely in its respective capacities
as Issuing Lender and Swingline Lender, resigns as Issuing Lender and Swingline
Lender, and (b) Bank of America accepts the capacity of both Issuing Bank and
Swingline Lender, and assumes all of the rights and responsibilities attendant
thereto. The parties hereto agree that the replacement of Chase as Issuing
Lender by Bank of America is a replacement of the Issuing Lender in accordance
with Section 2.05(i) of the Credit Agreement.
6. By execution hereof, each of the Guarantors consents to the terms
and conditions of this Amendment and confirms that the Parent Guarantee
Agreement or Subsidiary Guarantee Agreement, as the case may be, to which
Guarantor is a party continues in full force and effect after giving effect to
this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers as of the date first written above.
LA PETITE ACADEMY, INC.
By: /s/ Jeffrey J. Fletcher
--------------------------------
Name: Jeffrey J. Fletcher
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Title: Chief Financial Officer
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LPA HOLDING CORP., as a party hereto
and as a Guarantor
By: /s/ Jeffrey J. Fletcher
--------------------------------
Name: Jeffrey J. Fletcher
-------------------------------
Title: Chief Financial Officer
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LPA SERVICES, INC., as a Guarantor
By: /s/ Jeffrey J. Fletcher
--------------------------------
Name: Jeffrey J. Fletcher
-------------------------------
Title: Chief Financial Officer
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BRIGHT START, INC., as a Guarantor
By: /s/ Jeffrey J. Fletcher
--------------------------------
Name: Jeffrey J. Fletcher
-------------------------------
Title: Chief Financial Officer
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BANK OF AMERICA, N.A., as Agent,
Issuing Bank, Swingline Lender and
as a Lender
By: /s/ Johns N. Ellington
--------------------------------
Name: Johns N. Ellington
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Title: Vice President
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KZH CRESCENT-2 LLC
By: /s/ Peter Chin
--------------------------------
Name: Peter Chin
-------------------------------
Title: Authorized Agent
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BHF (USA) CAPITAL CORPORATION
By: /s/ Harris J. Shulz
--------------------------------
Name: Harris J. Shulz
-------------------------------
Title: Vice President
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FIRSTAR BANK MISSOURI, National
Association formerly known as
MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/ Juli K. Wisniewski
--------------------------------
Name: Juli K. Wisniewski
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Title: Vice President
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INDOSUEZ CAPITAL FUNDING III,
LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: /s/ Melissa Marano
--------------------------------
Name: Melissa Marano
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Title: Vice President
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INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio
Advisor
By: /s/ Melissa Marano
--------------------------------
Name: Melissa Marano
-------------------------------
Title: Vice President
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CHASE BANK OF TEXAS, INTERNATIONAL
ASSOCIATION
By: /s/ Michael J. Lister
--------------------------------
Name: Michael J. Lister
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Title: Vice President
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VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory
Group
By: /s/ Darvin D. Pierce
--------------------------------
Name: Darvin D. Pierce
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Title: Vice President
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Scott H. Page
--------------------------------
Name: Scott H. Page
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Title: Vice President
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SRV - HIGHLAND, INC.
By:
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Name:
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Title:
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PAMCO CAYMAN LTD.
By: Highland Capital Management,
L.P. as Collateral Manager
By:
--------------------------------
Name:
-------------------------------
Title:
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