EXHIBIT 4.4
Execution Copy
FIRST AMENDMENT TO CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 24,
2003 (this "Amendment"), is among LANCASTER COLONY CORPORATION, an Ohio
corporation (the "Borrower"), the Lenders and BANK ONE, NA, a national banking
association having its principal office in Chicago, Illinois, as LC Issuer and
as Agent.
RECITALS
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A. The Borrower, the Agent, the LC Issuer and the
Lenders are parties to a Credit Agreement dated as of February 13, 2001 (the
"Credit Agreement").
B. The Borrower desires to amend the Credit Agreement,
and the Agent and the Lenders are willing to do so in accordance with the terms
hereof.
TERMS
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In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set
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forth in Article III hereof, the Credit Agreement shall be amended as follows:
1.1 The first reference in Section 5.9 and the reference
in Section 7.10 to "$15,000,000" are deleted and "$30,000,000" is substituted in
each place thereof.
ARTICLE II. REPRESENTATIONS. Each of the Borrower and each
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Guarantor (by signing the Consent and Agreement hereto) represents and warrants
to the Agent, the LC Issuer and the Lenders that:
2.1 It has the power and authority and legal right to
execute and deliver this Amendment and the Consent and Agreement hereto, as the
case may be, and to perform its obligations thereunder. The execution and
delivery by it of this Amendment and the Consent and Agreement hereto, as the
case may be, and the performance of its obligations thereunder have been duly
authorized by proper corporate and other required proceedings, and this
Amendment and the Consent and Agreement hereto, as the case may be, to which it
is a party constitute legal, valid and binding obligations of it, enforceable
against it in accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and by equitable principles (regardless of whether
enforcement is sought in equity or at law).
2.2 After giving effect to the amendments contained
herein, the representations and warranties contained in Article V of the Credit
Agreement and in the other Loan Documents are true on and as of the date hereof
with the same force and effect as if made on and as of the date hereof.
2.3 No Default or Unmatured Default exists or has
occurred and is continuing on the date hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall
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become effective as of the date hereof when each of the following conditions is
satisfied:
3.1 The Borrower and the Required Lenders shall have
signed this Amendment.
3.2 The Guarantors shall have signed the Consent and
Agreement hereto.
3.3 The Borrower shall have delivered or caused to be
delivered to the Agent such other documents and satisfied such other conditions,
if any, as reasonably requested by the Agent.
ARTICLE IV. MISCELLANEOUS.
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4.1 References in the Credit Agreement or in any other
Loan Document to the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby and as further amended from time to time.
4.2 Except as expressly amended hereby, the Borrower and
Guarantors (by signing the Consent and Agreement hereto) agree that the Credit
Agreement and all other Loan Documents are ratified and confirmed, as amended
hereby, and shall remain in full force and effect in accordance with their terms
and that they have no set off, counterclaim, defense or other claim or dispute
with respect to any of the foregoing. Each of the Borrower and the Guarantors
(by signing the Consent and Agreement hereto) acknowledges and agrees that the
Agent and the Lenders have fully performed all of their obligations under all
Loan Documents or otherwise with respect to the Borrower and the Guarantors, all
actions taken by the Agent and the Lenders are reasonable and appropriate under
the circumstances and within their rights under the Loan Documents and they are
not aware of any currently existing claims or causes of action against the Agent
or any Lender, any subsidiary of affiliate thereof or any of their successors or
assigns, and waives any such claims or causes of action.
4.3 Terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement. This Amendment may
be signed upon any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument, and telecopied
signatures shall be effective as originals.
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IN WITNESS WHEREOF, the parties signing this Amendment have
caused this Amendment to be executed and delivered as of the day and year first
above written.
LANCASTER COLONY CORPORATION
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
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BANK ONE, NA, as Agent, LC Issuer and as a Lender
By: /s/Xxxxxx Xxxxxxx
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Title: Director
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THE HUNTINGTON NATIONAL BANK, as
Documentation Agent and as a Lender
By: /s/Xxxxx X. Xxxxxxxxx
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Title: Vice President
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SUNTRUST BANK
By: /s/Xxxxx X. Xxxxxxx
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Title: Director
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NATIONAL CITY BANK
By: /s/Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
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FIFTH THIRD BANK, CENTRAL OHIO
By: /s/Xxx Xxxxxx
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Title: Assistant Vice President
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CONSENT AND AGREEMENT
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As of the date and year first above written, each of the
undersigned hereby:
(a) fully consents to the terms and provisions of the
above Amendment and the consummation of the transactions contemplated hereby and
acknowledges and agrees to all of the representations, covenants, terms and
provisions of the above Amendment applicable to it;
(b) agrees that each Guaranty and all other agreements
executed by any of the undersigned in connection with the Credit Agreement or
otherwise in favor of the Agent, the LC Issuer or the Lenders (collectively, the
"Guarantor Documents") are hereby ratified and confirmed and shall remain in
full force and effect, and each of the undersigned acknowledges that it has no
setoff, counterclaim or defense with respect to any Guarantor Document; and
(c) acknowledges that its consent and agreement hereto is
a condition to the Lenders' obligation under this Amendment and it is in its
interest and to its financial benefit to execute this consent and agreement.
X.X. XXXXX COMPANY
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
DEE ZEE, INC.
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
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INDIANA GLASS COMPANY
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
KONETA, INC.
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
LANCASTER GLASS CORPORATION
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
X. XXXXXXXX COMPANY
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
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NEW YORK FROZEN FOODS, INC.
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
PRETTY PRODUCTS, INC.
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
XXXXXX FOODS, INC.
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
SISTER XXXXXXXX'X HOMEMADE ROLLS,
INC.
By: /s/Xxxx X. Xxxxxx
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Title: Treasurer
By: /s/Xxxxx X. Xxxxx
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Title: Secretary
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