Exhibit 10.1b
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of January 31, 1997 (this
"Amendment"), among Foodbrands America, Inc., a Delaware
corporation (the "Borrower"), the financial institutions
parties thereto (the "Lenders"), The Chase Manhattan Bank,
formerly known as Chemical Bank, a New York banking corporation,
as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), collateral agent (in such capacity, the
"Collateral Agent") and Issuing Lender (in such capacity, the
"Issuing Lender"), and Citibank, N.A. as managing agent (in such
capacity, the "Managing Agent").
PRELIMINARY STATEMENTS.
(1) The Borrower, the Lenders, the Administrative
Agent, the Collateral Agent, the Issuing Lender and the Managing
Agent have entered into the Credit Agreement dated as of
December 11, 1995 and into Amendment No. 1 to the Credit
Agreement dated as of May 13, 1996 (the Credit Agreement as so
amended is referred to herein as the "Credit Agreement").
(2) The parties hereto have agreed to amend the Credit
Agreement as hereinafter set forth.
(3) Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in
the Credit Agreement.
In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto
agree, on the terms and subject to the conditions set forth
herein, as follows:
SECTION 1. Amendment of the Credit Agreement. The
Credit Agreement is amended as follows:
(a) The definition of "EBITDA" in the Credit Agreement
is amended to add the following after subsection (e) thereof:
", minus noncash gains for such period (other than any
noncash gain realized by the Borrower prior to January
1, 1997)."
(b) Section 7.15 of the Credit Agreement is amended to
reflect the following maximum Total Debt Ratios for the following
fiscal periods:
Fiscal Period Ending: Ratio:
September 30, 1997 5.00 to 1.00
December 31, 1997 4.50 to 1.00
March 31, 1998 4.50 to 1.00
June 30, 1998 4.50 to 1.00
September 30, 1998 4.50 to 1.00
December 31, 1998 4.00 to 1.00
(c) Section 7.16 of the Credit Agreement is amended to
reflect the following permissible Consolidated Interest Expense
Coverage Ratios for the following fiscal periods:
Fiscal Period Ending: Ratio:
March 31, 1997 1.20 to 1.00
June 30, 1997 1.20 to 1.00
September 30, 1997 1.20 to 1.00
December 31, 1997 1.50 to 1.00
March 31, 1998 1.50 to 1.00
June 30, 1998 1.75 to 1.00
September 30, 1998 1.75 to 1.00
December 31, 1998 2.00 to 1.00
(d) Exhibit M to the Credit Agreement is amended to
delete Item 2 thereof and renumber the remaining items therein
accordingly.
SECTION 2. Representations and Warranties. The
Borrower represents and warrants to each of the Lenders, the
Administrative Agent, the Collateral Agent and the Issuing
Lender that:
(a) This Amendment has been duly authorized, executed
and delivered by it and constitutes its legal, valid and
binding obligation, enforceable in accordance with its
terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws affecting creditors'
rights generally and by general principles of equity
(regardless of whether such enforceability is considered in
a proceeding at law or in equity).
(b) Before and after giving effect to this Amendment,
the representations and warranties set forth in Article IV
of the Credit Agreement are true and correct in all
material respects with the same effect as if made on the
date hereof, except to the extent such representations and
warranties expressly relate to an earlier date.
(c) Before and after giving effect to this Amendment,
no Event of Default or Default has occurred and is
continuing.
SECTION 3. Conditions to Effectiveness. The
amendments to the Credit Agreement set forth in this Amendment
shall become effective as of the date first above written
when the Administrative Agent shall have received:
(a) counterparts of this Amendment that, when taken
together, bear the signatures of the Borrower, the
Subsidiary Guarantors, and the Required Lenders;
(b) a certificate of the Secretary or Assistant Secretary
of each of the Borrower and the Subsidiary Guarantors dated
as of the date hereof and certifying (i) that attached
thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of the Borrower or such
Subsidiary Guarantor, as the case may be, authorizing the
execution, delivery and performance of this Amendment, and
that such resolutions have not been modified, rescinded or
amended and are in full force and effect; (ii) that the
certificate of incorporation and bylaws of the Borrower or
such Subsidiary Guarantor, as the case may be, in effect as
of the date hereof have not been amended, modified, altered
or rescinded since May 9, 1996 or that the certificate of
incorporation and bylaws of the Borrower or such Subsidiary
Guarantor, as the case may be, in effect as of the date
hereof are attached thereto; and (iii) as to the incumbency
and specimen signature of each officer executing this
Amendment or any other document delivered in connection
herewith on behalf of the Borrower or such Subsidiary
Guarantor, as the case may be;
(c) a certificate of another officer as to the incumbency
and specimen signature of the Secretary or Assistant
Secretary executing the certificate pursuant to (b) above;
and
(d) such other documents as the Lenders or their counsel or
Sidley & Austin, counsel for the Administrative Agent, may
reasonably request.
SECTION 4. Reaffirmation. The Borrower reaffirms, and
by acknowledging this Amendment in the space provided below each
Subsidiary Guarantor reaffirms, its obligations under each Loan
Document (including without limitation the Guarantee Agreement)
to which it is a party, which Loan Documents remain in full force
and effect.
SECTION 5. Credit Agreement. Except as specifically
amended hereby, the Credit Agreement shall continue in full force
and effect in accordance with the provisions thereof as in
existence on the date hereof. After the date hereof, any
reference to the Credit Agreement shall mean the Credit Agreement
as amended hereby.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be
executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall
constitute but one contract.
SECTION 8. Expenses. The Borrower agrees to reimburse
the Administrative Agent for its reasonable out-of-pocket
expenses in connection with this Amendment, including
the reasonable fees, charges and disbursements of Sidley &
Austin, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first written above.
FOODBRANDS AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
individually, as Administrative
Agent, as Collateral Agent and as
Issuing Lender,
By: /s/ Xxxxxxx X. Xxxxxx
______________________
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
CITIBANK, N.A., individually and as
Managing Agent,
By: /s/ Xxxxxxx X. Xxxxxx
______________________
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CREDIT LYONNAIS, CAYMAN
ISLANDS BRANCH,
By:____________________________
Name:
Title:
CREDIT LYONNAIS, NEW YORK
BRANCH,
By:____________________________
Name:
Title:
FIRST BANK NATIONAL
ASSOCIATION,
By: /s/ Xxxxxxx X. Xxxxxx
______________________
Name: Xxxxxxx X. Xxxxxx
Title: Commercial Banking
Officer
THE FIRST NATIONAL BANK OF
BOSTON,
By: /s/ Xxxxxxxx X. Xxxxxx
_______________________
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
________________________
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., CHICAGO BRANCH,
By: /s/ Xxxxxx X. Xxxxxx, Xx.
__________________________
Name: Xxxxxx X. Xxxxxx, Xx.
Title: V.P. & Deputy General
Manager
THE MITSUBISHI TRUST AND
BANKING CORPORATION,
By: /s/ Xxxxxxx Xxxxxx
___________________
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
NATIONSBANK OF TEXAS, N.A.,
By: /s/ Xxxxxx Xxxxxx
__________________
Name: Xxxxxx Xxxxxx
Vice President: Senior Vice
President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR,
By: /s/ G. Xxxxx Xxxxxx
____________________
Name: G. Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
_____________________
Name: Xxxxxxx X. Xxxxx
Title: VP-Group Manager
LIBERTY BANK AND TRUST
COMPANY OF OKLAHOMA CITY, N.A.,
By: /s/ Xxxx X. Demos
__________________
Name: Xxxx X. Demos
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES,
By: /s/ Xxxxxxx X. Xxxxxxxxx
_________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice
President
BANQUE PARIBAS,
By:
Name:
Title:
By:
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST,
By: /s/ Xxxxxxxx X. Xxxx
_____________________
Name: Xxxxxxxx X. Xxxx
Title: Vice President
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: Chancellor LGT Senior Secured
Management, Inc. as Portfolio
Advisor
By: /s/ Xxxxxxx X. Xxxxx
_____________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President
STICHTING RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASETS 2 (ROSA2)
By: Chancellor LGT Senior Secured
Management, Inc. as Portfolio
Advisor
By: /s/ Xxxxxxx X. Xxxxx
_____________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President
AERIES FINANCE LTD.,
By: /s/ Xxxxxx Xxx Xxxxxxx
________________________
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
CAPTIVA FINANCE LTD.,
By: /s/ Xxxxxx Xxxxxxx
___________________
Name: Xxxxxx Xxxxxxx
Title: Director
ACKNOWLEDGED AND AGREED TO:
XXX. XXXXXXXXXXX & SONS, INC.
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
CONTINENTAL DELI FOODS, INC.
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
SPECIALTY BRANDS, INC.
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
FBAI INVESTMENTS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
XXXXXXX PACKING CO., INC.
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
NATIONAL SERVICE CENTER, INC.
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
XXXXXXXX FOOD SERVICE COMPANY, L.L.C.
By: Continental Deli Foods, Inc., as Member
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
KPR HOLDINGS, L.P.
By: Xxx. Xxxxxxxxxxx & Sons, Inc.
General Partner
By: /s/ Xxxxxx X. Xxxxx
____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
