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Title: |
Credit Agreement |
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Entities: |
American Express Co.; Deutsche Bank Trust Company Americas; JPMorgan Chase Bank; Penn Traffic Co.; Bank of America, NA; Paul, Hastings, Janofsky & Walker; Paul, Weiss, Rifkind, Wharton & Garrison |
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Date: |
2006 |
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Size: |
528KB total |
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Price: |
$75 |
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ID: |
#2504022 |
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Start of Preview |
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CREDIT AGREEMENT
Dated as of April 13, 2005
among
THE PENN TRAFFIC COMPANY,
PENNY CURTISS BAKING COMPANY, INC., and
BIG M SUPERMARKETS, INC.
as Borrowers,
SUNRISE PROPERTIES, INC.,
PENNWAY EXPRESS, INC.,
COMMANDER FOODS INC.,
P AND C FOOD MARKETS INC. OF VERMONT,
P.T. DEVELOPMENT LLC, and
P.T. FAYETTEVILLE/UTICA, LLC
as Guarantors,
THE LENDERS SIGNATORY HERETO
FROM TIME TO TIME,
as Lenders,
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender,
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,
THE CIT GROUP/BUSINESS CREDIT,
as Documentation Agent
with
GECC CAPITAL MARKETS GROUP, INC.
as Lead Arranger
TABLE OF CONTENTS
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1. |
AMOUNT AND TERMS OF CREDIT |
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3 | |
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1.1 |
Credit Facilities |
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3 |
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1.2 |
Letters of Credit |
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7 |
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1.3 |
Prepayments |
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7 |
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1.4 |
Use of Proceeds |
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9 |
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1.5 |
Interest and Applicable Margins |
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9 |
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1.6 |
Eligible Accounts |
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12 |
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1.7 |
Eligible Inventory |
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15 |
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1.8 |
Cash Management Systems |
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17 |
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1.9 |
Fees |
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18 |
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1.10 |
Receipt of Payments |
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18 |
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1.11 |
Application and Allocation of Payments |
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19 |
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1.12 |
Loan Account and Accounting |
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19 |
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1.13 |
Indemnity |
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20 |
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1.14 |
Access |
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21 |
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1.15 |
Taxes |
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21 |
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1.16 |
Capital Adequacy; Increased Costs; Illegality |
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23 |
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1.17 |
Single Loan |
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24 |
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2. |
CONDITIONS PRECEDENT |
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2.1 |
Conditions to the Initial Loans |
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25 |
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2.2 |
Further Conditions to Each Loan |
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27 |
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3. |
REPRESENTATIONS AND WARRANTIES |
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3.1 |
Corporate Existence; Compliance with Law |
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27 |
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3.2 |
Executive Offices, Collateral Locations, FEIN |
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28 |
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3.3 |
Corporate Power, Authorization, Enforceable Obligations |
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28 |
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3.4 |
Financial Statements and Projections |
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28 |
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3.5 |
Material Adverse Effect |
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29 |
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3.6 |
Ownership of Property; Liens |
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29 |
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3.7 |
Labor Matters |
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30 |
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3.8 |
Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness |
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31 |
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3.9 |
Government Regulation |
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31 |
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3.10 |
Margin Regulations |
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31 |
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3.11 |
Taxes |
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31 |
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3.12 |
ERISA |
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32 |
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3.13 |
No Litigation |
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33 |
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