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EXHIBIT 10.2
AMENDMENT NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of June 9, 1999 to the Amended and Restated Credit
Agreement dated as of September 30, 1998 (the "CREDIT AGREEMENT") among VLASIC
FOODS INTERNATIONAL INC. (the "COMPANY"), the BANKS party thereto, THE CHASE
MANHATTAN BANK, as Syndication Agent, and XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") and
Collateral Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to
increase the interest rates and fees payable thereunder and to revise the
financial and certain other covenants;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References.
(a) Unless otherwise specifically defined herein, each term used herein
which is defined in the Credit Agreement has the meaning assigned to such term
in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to "this Agreement"
and each other similar reference contained in the Credit Agreement shall, after
this Amendment becomes effective, refer to the Credit Agreement as amended
hereby.
(b) The definition of "BASE RATE MARGIN" is amended as follows:
(i) paragraph (c) thereof is amended to read as follows:
(c) for each day during the period from and including
April 1, 1999 to but excluding July 1, 1999, a rate per annum
equal to 1.000%;
(ii) paragraph (d) thereof is amended to read as follows:
(d) for each day during the period from and including
July 1, 1999 to but excluding the Grid Pricing Commencement
Date:
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(i) if the Partial Refinancing shall have
been completed and the Company shall have issued
Subordinated Debt in an aggregate principal amount of
at least $200,000,000, a rate per annum equal to
1.000%; and
(ii) otherwise, a rate per annum equal to
1.250%.
(c) The definition of "CD MARGIN" is amended as follows:
(i) paragraph (c) thereof is amended to read as follows:
(c) for each day during the period from and including
April 1, 1999 to but excluding July 1, 1999, a rate per annum
equal to 2.125%;
(ii) paragraph (d) thereof is amended to read as follows:
(d) for each day during the period from and including
July 1, 1999 to but excluding the Grid Pricing Commencement
Date:
(i) if the Partial Refinancing shall have
been completed and the Company shall have issued
Subordinated Debt in an aggregate principal amount of
at least $200,000,000, a rate per annum equal to
2.125%; and
(ii) otherwise, a rate per annum equal to
2.375%.
(d) The definition of "CONSOLIDATED INTEREST EXPENSE" is amended by
adding the expression "(excluding any debt issuance costs)" after the words
"interest expense" in clause (i) thereof.
(e) The definition of "CONSOLIDATED NET EARNINGS" is amended by adding
the words "and to exclude the effect of any debt issuance costs" after the words
Anon-recurring gain (but not loss)".
(f) The definition of "EURO-DOLLAR MARGIN" is amended as follows:
(i) paragraph (c) thereof is amended to read as follows:
(c) for each day during the period from and including
April 1, 1999 to but excluding July 1, 1999, a rate per annum
equal to 2.000%;
(ii) paragraph (d) thereof is amended to read as follows:
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(d) for each day during the period from and including
July 1, 1999 to but excluding the Grid Pricing Commencement
Date:
(i) if the Partial Refinancing shall have
been completed and the Company shall have issued
Subordinated Debt in an aggregate principal amount of
at least $200,000,000, a rate per annum equal to
2.000%; and
(ii) otherwise, a rate per annum equal to
2.250%.
(g) The definition of "FACILITY FEE RATE" is amended as follows:
(i) paragraph (b) thereof is amended by replacing the words
"Grid Pricing Commencement Date" with the words "First Amendment
Effective Date"; and
(ii) paragraph (c) thereof is re-lettered as paragraph (d) and
the following is added as paragraph (c):
(c) for each day during the period from and including
the First Amendment Effective Date to but excluding the Grid
Pricing Commencement Date, a rate per annum equal to 0.500%;
and
(h) The following definitions are added to Section 1.01 in the
appropriate alphabetical order:
(i) "FIRST AMENDMENT BANK" means each Bank that delivers to
the Administrative Agent on or before 5:00 p.m. (New York City time),
on the later of (a) June 8, 1999 and (b) the date that the
Administrative Agent notifies the Banks that the First Amendment
Effective Date has occurred, a counterpart of Amendment No. 1 to this
Agreement dated as of June 9, 1999 signed by such party, or facsimile
or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart thereof.
(ii) "FIRST AMENDMENT EFFECTIVE DATE" has the meaning set
forth in Amendment No. 1 to this Agreement dated as of June 9, 1999.
SECTION 2. Ratio-Based Pricing Schedule. The Ratio-Based
Pricing Schedule to the Credit Agreement is replaced by the Ratio-Based
Pricing Schedule attached hereto.
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SECTION 3. Fees. Section 2.08(b) of the Credit Agreement is
amended as follows:
(a) The following is added as paragraph (iv):
(iv) The Company shall, on the later of June 9, 1999
and the first Domestic Business Day following the First
Amendment Effective Date, pay to the Administrative Agent for
the account of each First Amendment Bank an additional fee
equal to 0.25% of 58% of such First Amendment Bank's Credit
Exposure on such date.
(b) The following is added as paragraph (v):
(v) Unless the Partial Refinancing shall have been
completed and the Company shall have issued Subordinated Debt
in an aggregate principal amount of at least $200,000,000 on
or before July 31, 1999, the Company shall, on August 1, 1999,
pay to the Administrative Agent for the account of each First
Amendment Bank an additional fee equal to 0.25% of 30% of such
First Amendment Bank's Credit Exposure on the First Amendment
Effective Date.
(c) The following is added as paragraph (vi):
(vi) Unless the Company shall have prepaid not less
than $80,000,000 of Loans with the Net Cash Proceeds of the
sale of Swift-Armour Sociedad Anonima Argentina on or before
July 31, 1999, the Company shall, on August 1, 1999, pay to
the Administrative Agent for the account of each First
Amendment Bank an additional fee equal to 0.25% of 12% of such
First Amendment Bank's Credit Exposure on the First Amendment
Effective Date.
SECTION 4. Mortgages on Real Property of Domestic Vlasic
Companies . Section 5.08(a)(iv) of the Credit Agreement is amended by
replacing each occurrence of the date "July 1, 1999" with the date
"August 1, 1999".
SECTION 5. Debt/EBITDA Ratio. The table in Section 5.13 of the
Credit Agreement is amended to read as follows:
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FISCAL QUARTER RATIO
-------------- -----
Fourth Fiscal Quarter of Fiscal 1999 4.50 to 1
First Fiscal Quarter of Fiscal 2000 4.75 to 1
Second Fiscal Quarter of Fiscal 2000 4.75 to 1
Third Fiscal Quarter of Fiscal 2000 4.75 to 1
Fourth Fiscal Quarter of Fiscal 2000 4.25 to 1
Each Fiscal Quarter thereafter 4.00 to 1
SECTION 6. Fixed Charge Coverage Ratio. The table in Section
5.14 of the Credit Agreement is amended to read as follows:
FISCAL QUARTER RATIO
-------------- -----
Fourth Fiscal Quarter of Fiscal 1999 2.50 to 1
Each Fiscal Quarter of Fiscal 2000 2.25 to 1
Each Fiscal Quarter of Fiscal 2001 2.50 to 1
Each Fiscal Quarter thereafter 3.00 to 1
SECTION 7. Capital Expenditures. The table in Section 5.16 of
the Credit Agreement is amended to read as follows:
FISCAL YEAR AMOUNT
----------- ------
1999 $52,000,000
2000 $41,000,000
2001 $41,000,000
2002 $42,000,000
2003 $42,000,000
SECTION 8. Representations of the Company. The Company
represents and warrants that (i) the representations and warranties of
the Company set forth in Article 4 of the Credit Agreement will be true
on and as of the First Amendment Effective Date and (ii) no Default
will have occurred and be continuing on such date.
SECTION 9. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 10. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
SECTION 11. Effectiveness. This Amendment shall become
effective as of the date hereof on the later of June 9, 1999 and the
date when the Administrative Agent shall have received (a) from each of
the
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Company, each Domestic Subsidiary and the Required Banks a counterpart
hereof signed by such party or facsimile or other written confirmation
(in form satisfactory to the Administrative Agent) that such party has
signed a counterpart hereof and (b) an opinion of the General Counsel
of the Company, in form and scope satisfactory to the Administrative
Agent, as to the due authorization and validity and binding effect of
this Amendment (the "FIRST AMENDMENT EFFECTIVE DATE").
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
VLASIC FOODS INTERNATIONAL INC.
By:______________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By:______________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By:______________________________
Name:
Title:
BANK OF AMERICA NT&SA
By:______________________________
Name:
Title:
BANK OF MONTREAL
By:______________________________
Name:
Title:
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BARCLAYS BANK PLC
By:______________________________
Name:
Title:
CITIBANK, N.A.
By:______________________________
Name:
Title:
DEUTSCHE BANK AG NEW YORK
and/or CAYMAN ISLANDS
BRANCHES
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:______________________________
Name:
Title:
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FLEET NATIONAL BANK
By:______________________________
Name:
Title:
MELLON BANK, N.A.
By:______________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:______________________________
Name:
Title:
WACHOVIA BANK, N.A.
By:______________________________
Name:
Title:
THE BANK OF NEW YORK
By:______________________________
Name:
Title:
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XXX XXXX XX XXXX XXXXXX
By:______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:______________________________
Name:
Title:
SUNTRUST BANK, ATLANTA
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE NEW YORK
BRANCH
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
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XXXXX XXXXXXXXX XXX XXXXXX
X.x.X.-XXX XXXX BRANCH
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
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CONFIRMED AND AGREED TO:
ALIGAR, INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
XXXXXX, INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
VLASIC FOODS DISTRIBUTION COMPANY
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
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VLASIC FARMS, INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
VLASIC FOODS, INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
VF BRANDS, INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
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VLASIC INTERNATIONAL BRANDS INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
VLASIC STANDARDS, INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
VLASIC INTERNATIONAL SALES INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
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RATIO-BASED PRICING SCHEDULE
For any day on or after the Grid Pricing Commencement Date, each of
"FACILITY FEE Rate", "EURO-DOLLAR MARGIN", "CD MARGIN" and "BASE RATE MARGIN"
means the rate per annum set forth below in the applicable row opposite such
term and in the column corresponding to the "Pricing Level" that applies for
such day.
If on or before such day, the Partial Refinancing shall have been
completed and the Company shall have issued Subordinated Debt in an aggregate
principal amount of at least $200,000,000, the following table shall apply for
such day:
Level I Level II Level III Xxxxx XX Xxxxx X Xxxxx XX Xxxxx XXX
------- -------- --------- -------- ------- -------- ---------
Facility Fee Rate 0.150% 0.200% 0.250% 0.250% 0.375% 0.500% 0.500%
Euro-Dollar Margin 0.350% 0.550% 0.875% 1.250% 1.500% 1.750% 2.000%
CD Margin 0.475% 0.675% 1.000% 1.375% 1.625% 1.875% 2.125%
Base Rate Margin 0 0 0 0.250% 0.500% 0.750% 1.000%
Otherwise, the following table shall apply for such day:
Level I Level II Level III Xxxxx XX Xxxxx X Xxxxx XX Xxxxx XXX
------- -------- --------- -------- ------- -------- ---------
Facility Fee Rate 0.150% 0.200% 0.250% 0.250% 0.375% 0.500% 0.500%
Euro-Dollar Margin 0.600% 0.800% 1.125% 1.500% 1.750% 2.000% 2.250%
CD Margin 0.725% 0.925% 1.250% 1.625% 1.875% 2.125% 2.375%
Base Rate Margin 0 0 0.125% 0.500% 0.750% 1.000% 1.250%
For purposes of this Schedule, the following terms have the following
meanings:
"APPLICABLE DEBT/EBITDA RATIO" means, on any day, the Debt/EBITDA Ratio
at the end of the most recently ended Fiscal Quarter for which the Company has
delivered financial statements pursuant to Section 5.01(a) or 5.01(b); provided
that, if a Default exists under Section 5.01(a), 5.01(b) or 5.01(c) on such day,
the Applicable Debt/EBITDA Ratio for such day shall be deemed to be greater than
4.0 to 1.
"LEVEL I PRICING" applies for any day if, on such day, the Applicable
Debt/EBITDA Ratio is less than 1.5 to 1.
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"LEVEL II PRICING" applies for any day if, on such day, the Applicable
Debt/EBITDA Ratio is greater than or equal to 1.5 to 1 but less than 2.0 to 1.
"LEVEL III PRICING" applies for any day if, on such day, the Applicable
Debt/EBITDA Ratio is greater than or equal to 2.0 to 1 but less than 2.5 to 1.
"LEVEL IV PRICING" applies for any day if, on such day, the Applicable
Debt/EBITDA Ratio is greater than or equal to 2.5 to 1 but less than 3.0 to 1.
"LEVEL V PRICING" applies for any day if, on such day, the Applicable
Debt/EBITDA Ratio is greater than or equal to 3.0 to 1 but less than 3.5 to 1.
"LEVEL VI PRICING" applies for any day if, on such day, the Applicable
Debt/EBITDA Ratio is greater than or equal to 3.5 to 1 but less than 4.0 to 1.
"LEVEL VII PRICING" applies for any day if, on such day, no other
Pricing Level applies.
"PRICING LEVEL" refers to the determination of which of Xxxxx X, Xxxxx
XX, Xxxxx XXX, Level IV, Level V, Level VI or Level VII Pricing applies for any
day.
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