Dairy Mart Convenience Stores Inc, et al. – ‘S-2/A’ on 2/9/94 – EX-10.1

As of:  Wednesday, 2/9/94   ·   Accession #:  950109-94-155   ·   File #s:  33-70610, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22

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Pre-Effective Amendment to Registration of Securities   —   Form S-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-2/A       Amendment #1                                         106    544K 
 2: EX-1        Underwriting Agreement                                44    142K 
 3: EX-10.1     Fifth Amendment                                        5     21K 
 4: EX-12       Ratio of Earnings                                      2±    15K 
 5: EX-23.1     Consent--Aa                                            1     10K 
 6: EX-25       Form T-1                                              24     86K 

EX-10.1   —   Fifth Amendment

EX-10.1
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                                                                    Exhibit 10.1

FIFTH AMENDMENT 

      FIFTH AMENDMENT (this "Amendment") dated as of January 31, 1994 to the
---------         

Credit Agreement dated as of January 9, 1991 (as amended, modified, waived or   
otherwise supplemented from time to time, the "Credit Agreement"), among DAIRY  
                              ----------------
MART CONVENIENCE STORES, INC., a Delaware corporation (the "Company"), the      
                                               -------
several banks, including Chemical Bank, as successor by merger with             
Manufacturers Hanover Trust Company ("Chemical"), Fleet Bank, National          
    --------
Association, as assignee of the New Connecticut Bank & Trust Company, N.A.      
("Fleet"), and PNC Bank, Kentucky, Inc., formerly known as Citizens Fidelity    
-----                                                                       
Bank and Trust Company ("PNC Kentucky"), and other financial institutions from  
------------                  
time to time parties to this Agreement (the "Banks") and Chemical, as agent for 
               -----
the Banks hereunder (in such capacity, the "Agent").                            
             -----

W I T N E S S E T H : 
- - - - - - - - - -   

   WHEREAS, the Company has requested and the Agent and the Banks have
agreed to amend certain provisions of the Credit Agreement in the manner        
provided below;                                                                 

  NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:               

      SECTION 1. Defined Terms.  As used in this Amendment, terms defined in
-------------                             
the preamble hereof and the recitals hereto are used herein as so defined and,  
unless otherwise defined herein, terms defined in the Credit Agreement are used 
herein as therein defined.  Unless otherwise indicated, all Section and         
subsection references are to the Credit Agreement.                              

        SECTION 2. Amendment to Subsection 6.7 (e).  Clause (e) of subsection 6.
-------------------------------           
7 is hereby amended by inserting, on the last line thereof immediately prior to 
the semi-colon, the following:                                                  

  "(net of all reimbursements which have been, or are reasonably anticipated
    to be, made to the Company or its Subsidiaries in respect of such amounts)".

        SECTION 3. Amendment to Subsection 7.4 (b).  Clause (b) of subsection 7.
-------------------------------           
4 is hereby amended by increasing the amount stated on the seventh line thereof 
from "$12,000,000" to "$15,000,000".                                            

      SECTION 4.  Amendment to Subsection 8 (j).  Clause (j) of Section 8 is
-----------------------------           
hereby amended by inserting, on the last line thereof immediately prior to the  
semi-colon, the following:                                                      

EX-10.1
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   "(net of all reimbursements which have been, or are reasonably anticipated to
be, made to the Company or its Subsidiaries in respect of such amounts)". 

       SECTION 5. Representations and Warranties.  After giving effect to this
------------------------------            
Amendment, the Company hereby confirms, reaffirms and restates the              
representations and warranties set forth in Section 4 of the Credit Agreement as
if made on and as of the date hereof, provided that such representations and    
    --------
warranties shall and hereby are amended so that all references in such Section 4
to "this Agreement" shall be deemed to refer both to the Credit Agreement as    
amended by this Admendment and to this Amendment.                               

    SECTION 6. Conditions to Effectiveness.  This Amendment shall become
---------------------------               
effective upon receipt by the Agent of counterparts of this Amendment, duly     
executed and delivered by the Company, each Designated Subsidiary and the Banks.

  SECTION 7. Miscellaneous.  Except as expressly amended herein, the
-------------                             
Credit Agreement shall continue to be, and shall remain, in full force and      
effect in accordance with its terms.  This Amendment may be executed by the     
parties hereto in any number of separate counterparts and all of said           
counterparts taken together shall be deemed to consititute one and the same     
instrument.  The Company agrees to pay or reimburse the Agent for all its       
out-of-pocket costs and expenses incurred in connection with the development,   
preparation and execution of this Amendment including, without limitation, the  
fees and disbursements of counsel to the Agent.  THIS AMENDMENT SHALL BE        
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE  
STATE OF NEW YORK.                                                              

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       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered in New York, New York by their properly and duly    
authorized officers as of the day and year first above written.                 

                                   DAIRY MART CONVENIENCE STORES, INC.

                         By: /s/ Gregory G. Landry
                                        --------------------------------
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT

                                     CHEMICAL BANK, as Agent and as a Bank

                                   By:________________________________
            Title:

                                FLEET BANK, NATIONAL ASSOCIATION

                                   By:________________________________
            Title:

                        PNC BANK, KENTUCKY, INC.

                                   By:________________________________
            Title:

EX-10.1
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      Each of the undersigned Designated Subsidiaries hereby
acknowledges the provisions of the foregoing Fifth Amendment and consents       
thereto:                                                                        

                 CONNA CORPORATION

                         By: /s/ Gregory G. Landry
                                       _______________________________
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT
                  THE LAWSON COMPANY

                         By: /s/ Gregory G. Landry
                                       _______________________________
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT
                      DAIRY MART FARMS, INC.

                         By: /s/ Gregory G. Landry
                                       _______________________________
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT
                     DAIRY MART EAST, INC.

                         By: /s/ Gregory G. Landry
                                       _______________________________
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT
                DAIRY MART, INC.

                         By: /s/ Gregory G. Landry
                                       _______________________________
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT
                             FINANCIAL OPPORTUNITIES, INC.

                         By: /s/ Gregory G. Landry
                                       _______________________________
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT
                     REMOTE SERVICES, INC.

                         By: /s/ Gregory G. Landry
                                       _______________________________
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT
                                      CONVENIENT INDUSTRIES OF AMERICA, INC.

                         By: /s/ Gregory G. Landry
                                       _______________________________
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT

EX-10.1
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                    CIA FOOD MARTS, INC.

                         By: /s/ Gregory G. Landry
                                       -------------------------------
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT
                QUIK SHOPS, INC.

                         By: /s/ Gregory G. Landry
                                       -------------------------------
                                Title: GREGORY G. LANDRY
                                              EXECUTIVE VICE PRESIDENT

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/9/94							SC 13G
		1/31/94		1
									List all Filings