JOINDER AGREEMENT
EXHIBIT 10.2
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Agreement"), dated as of December 21,
2001, is by and between certain Subsidiaries of Xxxx Foods Company, formerly
known as Suiza Foods Corporation, a Delaware corporation, which Subsidiaries are
identified on the signature pages attached hereto (each a "Subsidiary
Guarantor"), and FIRST UNION NATIONAL BANK, in its capacity as Administrative
Agent under that certain Credit Agreement (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), dated as of July
31, 2001, by and among XXXX FOODS COMPANY, formerly known as Suiza Foods
Corporation, a Delaware corporation, as Borrower, the other Credit Parties
identified therein, the banks and financial institutions from time to time
parties thereto, First Union National Bank, as Administrative Agent (the
"Administrative Agent"), Bank One, NA, as Syndication Agent, and Fleet National
Bank, Xxxxxx Trust and Savings Bank and SunTrust Bank, as Co-Documentation
Agents. Capitalized terms used herein but not otherwise defined shall have the
meanings provided in the Credit Agreement.
The Subsidiary Guarantor is an Additional Credit Party, and,
consequently, the Credit Parties are required by Sections 5.10 and 5.13 of the
Credit Agreement to cause the Subsidiary Guarantor to become a "Guarantor"
thereunder.
Accordingly, the Subsidiary Guarantor hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:
1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the Subsidiary Guarantor will be
deemed to be a party to the Credit Agreement and a "Guarantor" for all purposes
of the Credit Agreement, and shall have all of the obligations of a Guarantor
thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the
terms, provisions and conditions contained in the Credit Agreement, including
without limitation (a) all of the representations and warranties of the Credit
Parties set forth in Article III of the Credit Agreement and (b) all of the
affirmative and negative covenants set forth in Articles V and VI of the Credit
Agreement. Without limiting the generality of the foregoing terms of this
paragraph 1, the Subsidiary Guarantor hereby (i) jointly and severally together
with the other Guarantors, guarantees to each Lender, the Administrative Agent,
the Swingline Lender and the Issuing Lender as provided in the Credit Agreement
the prompt payment and performance of the Credit Party Obligations of the
Borrower in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof and agrees that if any of such
Credit Party Obligations are not paid or performed in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise), the Subsidiary Guarantor will, jointly and
severally together with the other Guarantors, promptly pay and perform the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Credit Party Obligations of the
Borrower, the same will be promptly paid in full when due (whether at extended
maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.
2. The Subsidiary Guarantor acknowledges and confirms that it has
received a copy of the Credit Agreement and the schedules and exhibits thereto.
The information on the schedules to the Credit Agreement are hereby amended to
provide the information shown on the attached Schedule A.
3. The Borrower confirms that all of its obligations under the Credit
Agreement are, and upon the Subsidiary Guarantor becoming a Guarantor, shall
continue to be, in full force and effect. The parties hereto confirm and agree
that immediately upon the Subsidiary Guarantor becoming a Guarantor the term
"Credit Party Obligations," as used in the Credit Agreement, shall include all
obligations of such Subsidiary Guarantor under the Credit Agreement and under
each other Credit Document.
4. The Subsidiary Guarantor hereby agrees that upon becoming a
Guarantor it will assume all Credit Party Obligations of a Guarantor as set
forth in the Credit Agreement.
5. Each of the Borrower and the Subsidiary Guarantor agrees that at any
time and from time to time, upon the written request of the Administrative
Agent, it will execute and deliver such further documents and do such further
acts and things as the Administrative Agent may reasonably request in order to
effect the purposes of this Agreement.
6. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.
7. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of North Carolina.
2
IN WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor
has caused this Agreement to be duly executed by its authorized officer, and the
Administrative Agent, for the benefit of the Lenders, has caused the same to be
accepted by its authorized officer, as of the day and year first above written.
BORROWER: XXXX FOODS COMPANY,
a Delaware corporation
(formerly known as Suiza Foods
Corporation)
By:
---------------------------------
Name:
------------------------------
Title:
------------------------------
3
SUBSIDIARY GUARANTORS:
NEPTUNE DELAWARE CORPORATION,
a Delaware corporation
XXXX MANAGEMENT CORPORATION, a
Delaware corporation
(formerly known as Suiza
Management Corporation, by
change of name only)
SUIZA DAIRY GROUP HOLDINGS, INC.,
a Nevada corporation
PREFERRED HOLDINGS, INC.,
a Delaware corporation
(formerly known as Suiza
Preferred Holdings, Inc.,
by change of name only)
XXXXXXXX BEVERAGE ACQUISITION CORP.,
a Delaware corporation
SFG CAPITAL CORPORATION,
a Delaware corporation
MORNINGSTAR FOODS HOLDINGS, INC.,
a Delaware corporation
(formerly known as Suiza
U.S. Holding Company, by
change of name only)
MORNINGSTAR FOODS INC.,
a Delaware corporation
XXXX PLASTICS MANUFACTURING CORP.,
a Delaware corporation
SUIZA DAIRY CORPORATION,
a Delaware corporation
SUIZA FRUIT CORPORATION,
a Delaware corporation
By:
---------------------------------
Name:
------------------------------
Title:
------------------------------
MORNINGSTAR SERVICES INC.,
a Delaware corporation
By:
---------------------------------
Name:
------------------------------
Title:
------------------------------
4
SUIZA DAIRY GROUP GP, LLC,
a Delaware limited
liability company
DAIRY GROUP AVIATION, LLC, a
Delaware limited liability
company (formerly known as
Suiza Dairy Group Aviation,
LLC, by change of name
only)
COUNTRY FRESH, LLC,
a Michigan limited
liability company
LONDON'S FARM DAIRY, LLC,
a Delaware limited
liability company
XXXX NORTHEAST, LLC,
a Delaware limited
liability company
(formerly known as Suiza
GTL, LLC, by change of
name only)
NEW ENGLAND DAIRIES, LLC,
a Delaware limited
liability company
TUSCAN/LEHIGH MANAGEMENT, L.L.C.,
a Delaware limited
liability company
XXXX SOUTHEAST, LLC,
a Delaware limited
liability company (formerly
known as Suiza Southeast,
LLC, by change of name
only)
XXXXXXXXX FOODS, LLC,
a Delaware limited
liability company
DAIRY FRESH, LLC,
a Delaware limited
liability company
LAND-O-SUN DAIRIES, LLC,
a Delaware limited
liability company
XXXXX XXXXXX DAIRY, LLC,
a Delaware limited
liability company
XXXXXXXX'X ALL-STAR DAIRY, LLC,
a Delaware limited
liability company
XXXXXXXX'X ALL-STAR DELIVERY, LLC,
a Delaware limited
liability company
XXXX SOUTHWEST, LLC,
a Delaware limited
liability company (formerly
known as Suiza Southwest,
LLC, by change of name
only)
COUNTRY DELITE FARMS, LLC,
a Delaware limited
liability company
MODEL DAIRY, LLC,
a Delaware limited
liability company
XXXXXXXX DAIRY, LLC,
a Delaware limited
liability company
SFG MANAGEMENT LIMITED LIABILITY
COMPANY,
5
a Delaware limited
liability company
SOUTHERN FOODS HOLDING COMPANY, LLC
a Delaware limited
liability company
SULPHUR SPRINGS CULTURED
SPECIALTIES, LLC,
a Delaware limited
liability company
XXXXXXX Y COMPANIA, LLC,
a Delaware limited
liability company
SHENANDOAH'S PRIDE, LLC
a Delaware limited
liability company
XXXX DAIRY SERVICES, LLC
a Delaware limited
liability company (formerly
known as Suiza Dairy
Services, LLC, by change of
name only)
XXXX FOODS COMPANY, LLC,
a Delaware limited
liability company
(formerly Xxxx Foods
Company)
XXXX DIP AND DRESSING COMPANY,
LLC, a Delaware limited
liability company (formerly
Xxxx Dip and Dressing
Company)
By:
---------------------------------
Name:
------------------------------
Title:
------------------------------
6
SUIZA DAIRY GROUP, L.P.,
a Delaware limited partnership
By: SUIZA DAIRY GROUP GP, LLC,
a Delaware limited liability
company
By:
-----------------------------
Name:
--------------------------
Title
--------------------------
SOUTHERN FOODS SERVICES, L.P.,
a Delaware limited partnership
By: SFG MANAGEMENT
LIMITED LIABILITY COMPANY,
a Delaware limited liability
company
By:
-----------------------------
Name:
--------------------------
Title:
--------------------------
SOUTHERN FOODS GROUP, L.P.,
a Delaware limited partnership
By: SFG MANAGEMENT
LIMITED LIABILITY COMPANY,
a Delaware limited liability
company
By:
-----------------------------
Name:
--------------------------
Title:
--------------------------
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TUSCAN/LEHIGH DAIRIES, L.P.,
a Delaware limited
partnership
By: TUSCAN/LEHIGH MANAGEMENT,
L.L.C., a Delaware limited
liability company and its
general partner
By:
-----------------------------
Name:
--------------------------
Title
--------------------------
XXXX HOLDING COMPANY,
a Delaware corporation
(formerly known as
Blackhawk Acquisition
Corp., successor by merger
to Xxxx Foods Company, a
Delaware corporation)
By:
-----------------------------
Name:
--------------------------
Title:
--------------------------
8
XXXX-XXXX CERTIFIED DAIRY, INC.,
a Delaware corporation
XXXX-XXXX HOLDINGS, INC.,
a California corporation
31 LOGISTICS, INC.,
a Delaware corporation
XXXXXX DAIRIES, INC.,
a Delaware corporation
XXXX DAIRY PRODUCTS, INC.,
a Texas corporation
BERKELEY FARMS, INC.,
a California corporation
CREAMLAND DAIRIES, INC.,
a New Mexico corporation
XXXX DAIRY PRODUCTS COMPANY,
a Pennsylvania corporation
XXXX FOODS BUSINESS SERVICES
COMPANY,
a Delaware corporation
XXXX FOODS COMPANY OF CALIFORNIA,
INC.,
a Delaware corporation
XXXX FOODS COMPANY OF INDIANA, INC.
a Delaware corporation
XXXX FOODS ICE CREAM COMPANY,
a Delaware corporation
XXXX FOODS NORTH CENTRAL, INC.,
a Delaware corporation
XXXX FOODS REGIONAL BUSINESS
SERVICES, INC.,
a Delaware corporation
XXXX MILK COMPANY, INC.,
a Kentucky corporation
XXXX MILK PROCUREMENT COMPANY,
a Delaware corporation
XXXX XXXXXX AND SPECIALTY PRODUCTS
COMPANY,
a Wisconsin corporation
XXXX SPECIALTY FOODS COMPANY,
a Delaware corporation
XXXX TRANSPORTATION, INC.,
an Ohio corporation
DTMC, INC.,
a Delaware corporation
ELGIN BLENDERS, INCORPORATED,
an Illinois corporation
XXXXX'X DAIRIES, INC.,
a Texas corporation
LIBERTY DAIRY COMPANY,
a Michigan corporation
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XXXXXXXX DAIRY, INC.,
a Florida corporation
XXXXXXXX DAIRY FARMS, INC.,
a Delaware corporation
MEADOW BROOK DAIRY COMPANY,
a Pennsylvania corporation
THE XXXXXXX DISTRIBUTING COMPANY,
an Illinois corporation
PURITY DAIRIES, INCORPORATED,
a Delaware corporation
RDPC, INC.,
a Delaware corporation
XXXXXX DAIRY, INC.,
an Ohio corporation
X.X. XXX FOODS, INC.,
a Florida corporation
VERIFINE DAIRY PRODUCTS CORPORATION
OF SHEBOYGAN, INC.,
a Wisconsin corporation
XXXXXXX'X DAIRY, INC.,
a Delaware corporation
XXXX FOODS NORTH CENTRAL, INC.,
a Delaware corporation
By:
---------------------------------
Name:
------------------------------
Title:
------------------------------
10
MAPLEHURST FARMS, LLC,
an Indiana limited
liability company
XXXX SPECIALTY FOODS GROUP, LLC,
a Delaware limited
liability company
XXXX DAIRY HOLDINGS, LLC,
a Delaware limited
liability company
XXXX MIDWEST, LLC,
a Delaware limited
liability company
XXXX SOUTHEAST II, LLC,
a Delaware limited
liability company
XXXX SOUTHWEST II, LLC,
a Delaware limited
liability company
XXXX SOCAL, LLC,
a Delaware limited
liability company (formerly
known as Suiza SoCal, LLC,
by change of name only)
XXXX DAIRY SPECIALTIES, LLC,
a Delaware limited
liability company
ICE CREAM PRODUCTS, LLC,
a Delaware limited
liability company
By:
---------------------------------
Name:
------------------------------
Title:
------------------------------
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Accepted and agreed to as of the date first above written.
FIRST UNION NATIONAL BANK,
as Administrative Agent
By:
---------------------------------
Name:
------------------------------
Title:
------------------------------
12
SCHEDULE A
to
Joinder Agreement
Schedules to Credit Agreement
13
