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EXHIBIT 10.21
SEVENTH AMENDMENT, DATED FEBRUARY 19, 1997, TO EACH OF THAT CERTAIN TERM LOAN
AGREEMENT AND THAT CERTAIN REVOLVING CREDIT AGREEMENT, EACH DATED AUGUST 20,
1992 BETWEEN UNITED FOODS, INC. AND COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK-NEDERLAND".
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EXHIBIT 10.21
AMENDMENT NO. 7
Dated as of February 19, 1997
This SEVENTH AMENDMENT is between UNITED FOODS, INC., a Delaware
corporation (the "Borrower"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH (the
"Bank").
PRELIMINARY STATEMENTS. The Borrower and the Bank have entered into (i) a
Revolving Credit Agreement and (ii) a Term Loan Agreement, each dated as of
August 20, 1992 (as amended prior to the date hereof and as may be further
amended, supplemented or otherwise modified from time to time, the "Credit
Agreements"; the terms defined in the Credit Agreements being used herein as
therein defined). Each of the Borrower and the Bank wish to amend the Credit
Agreements as hereinafter set forth.
NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:
SECTION 1. Amendment to Credit Agreements. Subsection 4.01(f) of the
Credit Agreements is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, hereby
amended by deleting the first sentence of such subsection in its entirety and
substituting, in lieu therefore, the following:
"Maintain on a consolidated basis, as of the last day of each of its
fiscal years, a ratio of Total Liabilities (as defined below) to Tangible
Net Worth of not more than 2.0 to 1.0."
SECTION 2. Conditions of Effectiveness. This Seventh Amendment shall
become effective when, and only when, the Bank shall have received counterparts
of this Seventh Amendment executed by the Borrower.
SECTION 3. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:
(a) The representations and warranties contained in Section 3.01 of each
Credit Agreement are true and correct on and as of the date hereof as though
made on and as of the date hereof.
(b) The execution, delivery and performance by the Borrower of this
Seventh Amendment, and each Credit Agreement, as amended hereby, are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) the Borrower's charter or by-laws,
or (ii) law or any contractual restriction binding on or affecting the
Borrower, or result in, or require, the creation of any lien, security interest
or other charge, encumbrance or upon or with respect to any of its properties.
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(c) No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
due execution, delivery and performance by the Borrower of this Seventh
Amendment or the Credit Agreements, as amended hereby.
(d) This Seventh Amendment and each Credit Agreement, as amended hereby,
constitute, legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms, subject,
however, to the effect on such enforceability of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity (regardless whether such
enforceability is considered in a proceeding in equity or at law).
(e) There is no pending or threatened action or proceeding affecting the
Borrower or any of its subsidiaries before any court, governmental agency or
arbitrator, which may materially adversely affect the condition, financial or
otherwise, or operations of the Borrower.
(f) No event has occurred and is continuing which constitutes an Event of
Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
SECTION 4. Reference to and Effect on the Credit Agreement. (a) Upon
the effectiveness of Section 1 hereof, on and after the date hereof, each
reference in each Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be a reference to such Credit
Agreement as amended hereby, and each reference in either the Revolving Credit
Note or the Term Note (together, the "Notes") and the other Loan Documents to a
Credit Agreement shall mean and be a reference to such Credit Agreement as
amended hereby.
(b) Except as specifically amended above, each Credit Agreement and the
Notes shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
(c) The execution, delivery and effectiveness of this Seventh Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Bank under the Credit Agreements, nor constitute
a waiver of any provision of the Credit Agreements.
SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses of the Bank in connection with the preparation,
execution and delivery of this Seventh Amendment and the other instruments and
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel (who may be in-house
counsel) for the Bank with respect thereto and with respect to advising the
Bank as to its rights and responsibilities hereunder and thereunder. In
addition, the Borrower shall pay any and all stamp and other taxes payable or
determined to be payable in connection with the execution and delivery of this
Seventh Amendment and the other instruments and documents to
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be delivered hereunder, and agrees to save the Bank harmless from and against
any and all liabilities with respect to or resulting from any delay in paying
or omission to pay such taxes.
SECTION 6. Execution in Counterparts. This Seventh Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.
SECTION 7. Governing Law. This Seventh Amendment shall be governed by,
and construed in accordance with, the laws (without giving effect to the
conflicts of laws principles thereof) of the State of New York.
SECTION 8. Final Agreement. This Seventh Amendment represents the final
agreement between you and us as to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.
UNITED FOODS, INC.
By S/N Xxxx X. Xxxxxxxxxx, XX
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Title: Senior Vice President,
Finance and Treasurer
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By Xxxxxx xx Xxxxxxx Thege
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Authorized Officer: Deputy General
Manager
By S/N Xxxxxx X. Xxxxx
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Authorized Officer: Vice President
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