EXHIBIT 10.15
Modification B
CoBANK, ACB
LOAN AGREEMENT NO. T-6184-B,
T-6186-B, S-6183-B, and S-6181-B
July 19, 1995
XXXXXXX-XXXXX FOODS. INC.
--------------------------------------------------------------------------------
MODIFICATION OF
TERM LOAN, TERM LOAN FACILITY AND SEASONAL LOAN AGREEMENT
IT IS AGREED, That the Term Loan, Term Loan Facility and Seasonal Loan Agreement
dated as of November 3, 1994, entered into between Xxxxxxx-Xxxxx Foods, Inc.
(successor to merger between PF Acquisition Corp. and Xxxxxxx-Xxxxx Foods, Inc.)
("Borrower") and Springfield Bank for Cooperatives, now known as CoBank, ACB
("Bank"),as amended January 26,1995 is hereby further amended as follows:
(1) Section 2.4 entitled Term Loan Facility is modified by decreasing the Term
Loan Facility to an aggregate principal amount of up to One Hundred Sixteen
Million Two Hundred Ten Thousand Dollars ($116,210,000).
(2) Section 2.7 entitled Seasonal Loan Facility is modified by decreasing the
Seasonal Loans to an aggregate principal amount not to exceed at any time
outstanding the lesser of (a) Eighty-Three Million Three Hundred Thousand
Dollars ($83,300,000) or (b) the Borrowing Base (the "Seasonal Loan
Commitment").
(3) Section 3.7 entitled L/C Limit is modified by increasing the L/C Limit
outstanding at any time to Thirteen Million Seven Hundred Thousand Dollars
($13,700,000).
The Borrower agrees to execute such additional documents and to take such other
action as may be reasonably requested by the Bank to give effect to this
Modification.
EXHIBIT 10.15
Modification B
(Continued)
The Term Loan, Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.
CoBANK, ACB (formerly known as Springfield
Bank for Cooperatives)
By /s/ Xxxxx X. Xxxxxxxx
--------------------------
Its VP
ACCEPTED AND AGREED TO: 7/20/95
--------------
(Date)
XXXXXXX-XXXXX FOODS, INC. (successor to merger between PF
Acquisition Corp. and Xxxxxxx-Xxxxx Foods, Inc.)
By /s/ Xxx X. Xxxxx
--------------------------
Its President
ACKNOWLEDGED AND AGREED TO: 7/20/95
------------
(Date)
PRO-FAC COOPERATIVE, INC.
By /s/ Xxxxxxx X. Xxxx
--------------------------
Its Asst. Treasurer
ACKNOWLEDGED AND AGREED TO: 7/20/95
--------------
(Date)
XXXXXXX-XXXXX EXPRESS, INC.
XXXXXXX-XXXXX MEAT SNACKS, INC.
FINGER LAKES PACKAGING COMPANY, INC.
XXXXXX SNACK FOODS COMPANY, INC.
XXXXXXX ENDEAVORS, INCORPORATED
XXXXXX'X CANADA LIMITED
QUALITY SNAX OF MARYLAND, INC.
SEASONAL EMPLOYERS, INC.
PRO-FAC HOLDING COMPANY OF IOWA, INC.
By
----------------------------------------
Its
EXHIBIT 10.15
Modification C
CoBANK, ACB
LOAN AGREEMENT NO. T-6184-C,
T-6186-C, S-6183-C, and S-6181-C
August 30, 1995
XXXXXXX-XXXXX FOODS, INC.
--------------------------------------------------------------------------------
MODIFICATION OF
TERM LOAN, TERM LOAN FACILITY AND SEASONAL LOAN AGREEMENT
IT IS AGREED, That the Term Loan, Term Loan Facility and Seasonal Loan Agreement
dated as of November 3, 1994, entered into between Xxxxxxx-Xxxxx Foods, Inc.
(successor to merger between PF Acquisition Corp. and Xxxxxxx-Xxxxx Foods, Inc.)
("Borrower") and Springfield Bank for Cooperatives, now known as CoBank, ACB
("Bank"),as amended January 26,1995 and July 19, 1995 is hereby further amended
as follows:
(1) Section 2.7 entitled Seasonal Loan Facility is modified by decreasing the
Seasonal Loans to an aggregate principal amount not to exceed at any time
outstanding the lesser of (a) Eighty-Two Million Eight Hundred Thousand Dollars
($82,800,000) or (b) the Borrowing Base (the "Seasonal Loan Commitment").
(2) Section 3.7 entitled L/C Limit is modified by increasing the L/C Limit
outstanding at any time to Fourteen Million Two Hundred Thousand Dollars
($14,200,000).
The Borrower agrees to execute such additional documents and to take such other
action as may be reasonably requested by the Bank to give effect to this
Modification.
EXHIBIT 10.15
Modification C
(Continued)
The Term Loan, Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.
CoBANK, ACB (formerly known as
Springfield
Bank for Cooperatives)
By /s/ Xxxxx Xxxxxxxx
----------------------------------
Its V.P.
ACCEPTED AND AGREED TO: 8/25/95
------------
(Date)
XXXXXXX-XXXXX FOODS, INC. (successor to merger between PF
Acquisition Corp. and Xxxxxxx-Xxxxx Foods, Inc.)
By /s/ Xxx X. Xxxxx
----------------------------
Its President
ACKNOWLEDGED AND AGREED TO: 8/25/95
-------------
(Date)
PRO-FAC COOPERATIVE, INC.
By /s/ Xxxxxxx X. Xxxx
----------------------------
Its Asst. Treas.
ACKNOWLEDGED AND AGREED TO: 8/25/95
--------------
(Date)
XXXXXXX-XXXXX EXPRESS, INC.
XXXXXXX-XXXXX MEAT SNACKS, INC.
FINGER LAKES PACKAGING COMPANY, INC.
XXXXXX SNACK FOODS COMPANY, INC.
XXXXXXX ENDEAVORS, INCORPORATED
XXXXXX'X CANADA LIMITED
QUALITY SNAX OF MARYLAND, INC.
SEASONAL EMPLOYERS, INC.
PRO-FAC HOLDING COMPANY OF IOWA, INC.
By /s/ Xxxxxxx X. Xxxx
----------------------------
Its Vice President
EXHIBIT 10.15
Modification D
CoBANK, ACB
LOAN AGREEMENT NO. T-6184-D,
T-6186-D, S-6183-D, and S-6181-D
As of September 1, 1995
XXXXXXX-XXXXX FOODS, INC.
--------------------------------------------------------------------------------
MODIFICATION OF
TERM LOAN, TERM LOAN FACILITY AND SEASONAL LOAN AGREEMENT
IT IS AGREED, That the Term Loan, Term Loan Facility and Seasonal Loan Agreement
dated as of November 3, 1994, entered into between Xxxxxxx-Xxxxx Foods, Inc.
(successor to merger between PF Acquisition Corp. and Xxxxxxx-Xxxxx Foods, Inc.)
("Borrower") and Springfield Bank for Cooperatives, now known as CoBank, ACB
("Bank"),as amended January 26, 1995, July 19, 1995 and August 30, 1995 is
hereby further amended as follows:
(1) Section 2.6 entitled Amortization of Term Loan Facility Loans is modified by
changing the dates of the first five annual installments from September 1 of
each year, beginning September 1, 1995, to October 1 of each of the first five
years beginning October 1, 1995.
(2) Section 2.7 entitled Seasonal Loan Facility is modified by increasing the
Seasonal Loans to an aggregate principal amount not to exceed at any time
outstanding the lesser of (a) Ninety-nine Million Eight Hundred Thousand Dollars
($99,800,000) for the period beginning September 15, 1995 and ending at the
close of business on December 15, 1995 at which time the aggregate principal
amount shall be decreased to Eighty-two Million Eight Hundred Thousand Dollars
($82,800,000)or (b) the Borrowing Base (the "Seasonal Loan Commitment")
(3) Section 2.14 entitled Fees is modified by adding a paragraph reading as
follows:
(c) The Borrower agrees to pay an origination fee of 2/10 of 1 percent
(.20%) on the Seventeen Million Dollar ($17,000,000) increase on the Seasonal
Loan Facility to be billed by the Bank.
The Borrower agrees to execute such additional documents, including amendments
and modifications of the Seasonal Note, and to take such other action as may be
reasonably requested by the Bank to give effect to this Modification.
EXHIBIT 10.15
Modification D
(Continued)
The Term Loan, Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.
All terms of the Term Loan, Term Loan Facility and Seasonal Loan Agreement and
any other related loan and collateral documents (collectively "Loan Documents")
remain in full force and effect and are hereby ratified and confirmed, except to
the extent modified by this Agreement, by Borrower.
All Financial Statements and disclosures submitted to the Bank under the Loan
Documents are true and accurate in all material respects. Except as previously
disclosed to the Bank, there has been no material adverse change in the
financial condition or operations of Borrower.
The Loan Documents are not subject to any offset, claim, or defense by Borrower.
All liens granted by Borrower to the Bank (i) remain in full force and effect,
(ii) are not subject to any claim or defense, and (iii) retain a first priority
lien position.
To the best of Borrower's knowledge, there are no liens, other than liens
granted under the Loan Documents, on any real or personal property of Borrower.
CoBANK, ACB (formerly known as Springfield
Bank for Cooperatives)
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Its V.P.
ACCEPTED AND AGREED TO: 9/14/95
------------
(Date)
XXXXXXX-XXXXX FOODS, INC. (successor to merger between PF
Acquisition Corp. and Xxxxxxx-Xxxxx Foods, Inc.)
By /s/ Xxxxxxx X. Xxxx
-----------------------------
Its Sr. Vice Pres.
ACKNOWLEDGED AND AGREED TO: 9/14/95
------------
(Date)
PRO-FAC COOPERATIVE, INC.
By /s/ Xxxxxx X. Xxxxxxx
------------------------------
Its Assisant Secretary
EXHIBIT 10.15
Modification D
(Continued)
ACKNOWLEDGED AND AGREED TO: 9/14/95
------------
(Date)
XXXXXXX-XXXXX EXPRESS, INC.
XXXXXXX-XXXXX MEAT SNACKS, INC.
FINGER LAKES PACKAGING COMPANY, INC.
XXXXXX SNACK FOODS COMPANY, INC.
XXXXXXX ENDEAVORS, INCORPORATED
XXXXXX'X CANADA LIMITED
QUALITY SNAX OF MARYLAND, INC.
SEASONAL EMPLOYERS, INC.
PRO-FAC HOLDING COMPANY OF IOWA, INC.
By /s/ Xxxxxxx X. Xxxx
---------------------------
Its Vice Pres.
EXHIBIT 10.15
Modification D
(Continued)
AMENDMENT TO SEASONAL LOAN NOTE
September 15, 1995 Rochester, New York
XXXXXXX-XXXXX FOODS, INC., a New York corporation ("Borrower"), and CoBank, ACB
("CoBank"), a corporation established and existing under the law of the United
States of America, with regional office located at 00 Xxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, hereby agree to amend the Seasonal Loan Note dated November 3,
1994 in the amount of $86,000,000 made by Borrower and PF Acquisition Corp
(whereby borrower is the successor to merger between PF Acquisition Corp. and
Borrower) to the Springfield Bank for Cooperatives, now known as CoBank
("Note").
The Borrower and CoBank hereby agree as follows:
1. The stated principal amount of the Note is amended from Eighty-Six Million
Dollars ($86,000,000) to Ninety-Nine Million Eight Hundred Thousand Dollars
($99,800,000).
The Note is hereby amended accordingly but otherwise shall remain in full force
and effect.
XXXXXXX-XXXXX FOODS. INC.
By /s/ Xxxxxxx X. Xxxx
----------------------------------
Title Sr. Vice Pres.
------------------------------
CoBank, ACB
By /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Title Vice Pres.
------------------------------
