1
Exhibit 10.14
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 26, 2001 to the Credit Agreement
referred to below, among XXXXX PET CARE ENTERPRISES, INC., a Delaware
corporation ("Holdings"), XXXXX PET CARE COMPANY, a Delaware corporation (the
"Borrower"), and THE CHASE MANHATTAN BANK, as administrative agent (in such
capacity, the "Administrative Agent").
Holdings, the Borrower, the Lenders party thereto and the
Administrative Agent are parties to an Amended and Restated Credit Agreement
dated as of May 8, 2000 (as amended, waived or otherwise modified and in effect
immediately prior to the effectiveness of this Amendment No. 1, the "Credit
Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit to be made by the Lenders to the Borrower in an original
aggregate principal or face amount not exceeding $410,375,000 and ?82,000,000.
Holdings, the Borrower, certain of the Lenders party thereto and the
Administrative Agent wish to amend the Credit Agreement in certain respects and,
accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 1, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 5 of this Amendment No. 1, but effective as of
the date hereof, the Credit Agreement shall be amended as follows:
2.1. References. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
2.2. Definitions. Section 1.1 of the Credit Agreement shall be amended
by inserting the following definitions (or, in the case of any of the following
terms that are already defined in the Credit Agreement, by amending and
restating in its entirety such term to read as set forth below):
"Amendment No. 1 Effective Date": the effective date of
Amendment No. 1 to this Agreement.
"Available Revolving Commitment": as to any Revolving Lender
at any time, an amount equal to the excess, if any, of (a) such
Lender's Revolving Commitment then in effect over (b) such Lender's
Revolving Extensions of Credit then outstanding; provided that (i) in
calculating any Lender's Revolving Extensions of Credit for the purpose
of determining such Lender's Available Revolving Commitment pursuant to
Section 2.8(a), the aggregate principal amount of Swingline Loans then
outstanding shall be deemed to
Amendment Xx. 0
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xx xxxx xxx (xx) from and after the Amendment No. 1 Effective Date, the
portion (if any) of the Revolving Commitments in excess of $60,000,000
that may not be borrowed at such time by reason of the last sentence of
Section 2.4(a) shall be included in determining the Available Revolving
Commitment of the Revolving Lenders for purposes of Section 2.8(a).
"Average Consolidated Senior Debt Ratio": as of the last day
of any fiscal quarter, the ratio of (a) the sum of (i) the average
aggregate daily principal or face amount of Consolidated Senior Debt
(other than Consolidated Senior Debt of Foreign Subsidiaries) during
such quarter and (ii) the average aggregate monthly principal or face
amount of Consolidated Senior Debt of Foreign Subsidiaries determined
as of the end of each month during such quarter to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters of the
Borrower ending on such day.
"Consolidated Senior Debt": all Consolidated Total Debt
(including, without limitation, the Shareholder Notes) other than (a)
the Senior Subordinated Notes and (b) any subordinated refinancing
thereof.
"Revolving Commitment": as to any Lender, the obligation of
such Lender, if any, to make Revolving Loans and participate in
Swingline Loans and Letters of Credit in an aggregate principal and/or
face amount not to exceed the amount set forth under the heading
"Revolving Commitment" opposite such Lender's name on Schedule 1.1A or
in an Assignment and Acceptance, as the same may be changed from time
to time pursuant to the terms hereof. The amount of the Total Revolving
Commitments is $75,000,000 as of the Amendment No. 1 Effective Date.
"Revolving Commitment Suspension Termination Date": the third
Business Day (provided that on such day no Default or Event of Default
shall have occurred and be continuing) after the date on which each of
the following shall have occurred: (i) the Average Consolidated Senior
Debt Ratio, as of the last day of each of the two consecutive fiscal
quarters most recently ended prior to such date calculated on a pro
forma basis as if any payment or prepayment of the Shareholder Notes
permitted to be made under Section 7.18 had been made (or if such pro
forma calculation is being made in connection with a proposed payment
or prepayment under Section 7.18, as if such proposed payment or
prepayment had been made) on the first day of the first of such two
consecutive fiscal quarters, shall be less than 2.75:1.00 and (ii)
concurrently with the delivery of the financial statements for the most
recent of such fiscal quarters pursuant to clause (a) or (b) of Section
6.01, the Borrower shall have delivered to the Administrative Agent a
certificate of a Responsible Officer, dated the Revolving Commitment
Suspension Termination Date, certifying as to clause (i) above and
setting forth in reasonable detail the calculations with respect to the
Average Consolidated Senior Debt Ratio for each such fiscal quarter and
that no Default or Event of Default shall have occurred and be
continuing.
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"Xxxxxxxxxxx Xxxxx": one or more promissory notes of the
Borrower complying with the following provisions: (i) such notes, in an
aggregate principal amount at least equal to $20,000,000, shall be
issued (without taking into account any warrants issued in connection
therewith) at par on the Amendment No. 1 Effective Date, not less than
an additional $5,000,000 of such notes (subject to the next-following
paragraph) shall be issued (without taking into account any such
warrants) at par within 15 days after the Amendment No. 1 Effective
Date (and, in that connection, an unconditional commitment for such
additional $5,000,000, subject to the next-following paragraph, shall
be delivered to the Borrower on the Amendment No. 1 Effective Date) and
the balance of such notes (if any) shall be issued (without taking into
account any such warrants) at par no later than May 15, 2001; (ii) each
such note shall be payable to a shareholder of Holdings (determined on
a fully diluted basis) as of the Amendment No. 1 Effective Date (each
an "Existing Shareholder") and shall at all times be held by an
Existing Shareholder (or any Affiliate thereof), whether or not any
Existing Shareholder holds any such note on the Amendment No. 1
Effective Date; (iii) the aggregate principal amount of such notes
shall not exceed $29,700,0000 (plus any capitalized or payment in kind
interest); (iv) the payment obligations of the Borrower in respect of
each such note may be guaranteed by any or all of the Subsidiaries that
are guarantors of the Senior Subordinated Notes; (v) the obligations of
the Borrower and such guarantors thereof in respect of each such note
shall be unsecured; (vi) Holdings shall not be obligated with respect
to any such note; (vii) each such note shall bear interest at a fixed
rate of interest not greater than 15% per annum (and a default rate of
17% per annum) and shall not provide for cash payments of interest,
except as permitted under Section 7.18(a); (viii) each such note shall
have a final maturity date not earlier than 91 days after the Tranche C
Maturity Date; (ix) each such note shall not provide for any principal
payments, prepayments, redemptions, sinking fund or like payments prior
to such final maturity date, except as permitted under Section 7.18(a);
(x) each such note shall not contain any covenants or events of default
(other than a cross-acceleration to the Loans and customary bankruptcy
events of default); and (xi) each such note shall otherwise be in form
and substance satisfactory to the Administrative Agent, in each case
each as amended in accordance with the terms thereof and Section 7.18
and in effect from time to time.
Notwithstanding the foregoing, it shall not be necessary that
commitments for the purchase of an additional $5,000,000 of such notes
be obtained on the Amendment No. 1 Effective Date to the extent that,
on such date the aggregate principal amount of such notes being
purchased is greater than $20,000,000, so long as (i) commitments are
obtained on the Amendment No. 1 Effective Date for the purchase of
additional notes in an amount equal to the difference between
$25,000,000 and the amount of such notes actually issued on the
Amendment No. 1 Effective Date and (ii) such additional notes are in
fact purchased not later than 15 days after the Amendment No. 1
Effective Date.
"Tranche C Maturity Date": December 31, 2006 or the next
preceding Business Day if such date is not a Business Day.
Amendment No. 1
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2.3. Revolving Commitments. Section 2.4(a) of the Credit Agreement
shall be amended by inserting a new sentence at the end thereof to read as
follows:
"Notwithstanding anything herein to the contrary, during the period
from and including the Amendment No. 1 Effective Date to and including
the Revolving Commitment Suspension Termination Date, the Borrower may
not borrow, and no Revolving Lender shall have any obligation to make,
Revolving Loans if, after giving effect to such Revolving Loans, the
sum of (i) the aggregate principal amount of the Revolving Loans then
outstanding, (ii) the L/C Obligations then outstanding and (iii) the
aggregate principal amount of the Swingline Loans then outstanding
would exceed $60,000,000."
2.4. Mandatory Prepayments. Section 2.11(a) of the Credit Agreement
shall be amended by inserting a new sentence at the end thereof to read as
follows:
"In addition, upon the issuance of any Shareholder Notes, 100%
of the proceeds thereof shall be applied on the date of such issuance
toward the prepayment of the Revolving Loans without reduction of the
Revolving Commitments."
2.5. Financial Statements. Section 6.1 of the Credit Agreement shall be
amended by inserting a new sentence at the end thereof to read as follows:
"Notwithstanding anything herein to the contrary, the Borrower will
furnish to the Administrative Agent and each Lender the audited
financial statements required to be furnished under clause (a) above
for the fiscal year ending December 30, 2000 no later than April 10,
2001."
2.6. Information. Section 6.2 of the Credit Agreement shall be amended
by (i) deleting the word "and" at the end of clause (e) thereof, (ii) replacing
the period at the end of clause (f) thereof with "; and", and (iii) inserting at
the end of said Section 6.2 a new clause (g) to read as follows:
"(g) as soon as available, and in any event no later than 30
days after the end of each month ending on or prior to December 31,
2002 (commencing with March, 2001), a projected balance sheet, income
statement and cash flow forecast of the Borrower and its Restricted
Subsidiaries for the 13-week period ending on or nearest to (but not
later than) the last day of such month."
2.7. Financial Condition Covenants. Section 7.1 of the Credit Agreement
shall be amended to read in its entirety as follows:
"7.1 Financial Condition Covenants.
(a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Borrower ending with
Amendment No. 1
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any fiscal quarter set forth below to exceed the ratio set forth below
opposite such fiscal quarter:
Fiscal Quarter Consolidated Leverage Ratio
-------------- ----------------------------
3/31/01 7.00:1.00
6/30/01 7.00:1.00
9/30/01 6.75:1.00
12/31/01 5.75:1.00
3/31/02 5.25:1.00
6/30/02 5.15:1.00
9/30/02 5.05:1.00
12/31/02 4:95:1.00
3/31/03 3.50:1.00
6/30/03 - 9/30/03 3.25:1.00
12/31/03 - 3/31/04 3.00:1.00
6/30/04 and thereafter 2.75:1.00
(b) Consolidated Senior Debt Ratio. Permit the Consolidated
Senior Debt Ratio as at the last day of any period of four consecutive
fiscal quarters of the Borrower ending with any fiscal quarter set
forth below to exceed the ratio set forth below opposite such fiscal
quarter:
Fiscal Quarter Consolidated Leverage Ratio
-------------- ----------------------------
3/31/01 5.25:1.00
6/30/01 5.25:1.00
9/30/01 5.00:1.00
12/31/01 4.25:1.00
3/31/02 3.85:1.00
6/30/02 3.70:1.00
9/30/02 3.60:1.00
12/31/02 3.50:1.00
Amendment Xx. 0
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Xxxxxx Xxxxxxx Consolidated Leverage Ratio
-------------- ----------------------------
3/31/03 2.50:1.00
6/30/03 - 9/30/03 2.25:1.00
12/31/03 - 6/30/04 2.00:1.00
9/30/04 and thereafter 1.75:1.00
(c) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio as at the last day of any period
of four consecutive fiscal quarters of the Borrower ending with any
fiscal quarter set forth below to be less than the ratio set forth
below opposite such fiscal quarter:
Fiscal Quarter Consolidated Leverage Ratio
-------------- ----------------------------
3/31/01 1.50:1.00
6/30/01 1.50:1.00
9/30/01 1.60:1.00
12/31/01 1.80:1.00
3/31/02 2.00:1.00
6/30/02 2.00:1.00
9/30/02 2.00:1.00
12/31/02 2.00:1.00
3/31/03 2.50:1.00
6/30/03 - 9/30/03 2.60:1.00
12/31/03 - 3/31/04 2.70:1.00
6/30/04 and thereafter 2.75:1.00
(d) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four
consecutive fiscal quarters of the Borrower ending with any fiscal
quarter set forth below to be less than the ratio set forth below
opposite such fiscal quarter:
Amendment Xx. 0
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Xxxxxx Xxxxxxx Consolidated Leverage Ratio
-------------- ----------------------------
3/31/01 0.70:1.00
6/30/01 0.70:1.00
9/30/01 0.80:1.00
12/31/01 - 9/30/05 1.00:1.00
12/31/05 and thereafter 0.50:1.00
(e) Minimum Consolidated EBITDA. Permit Consolidated EBITDA
for the period of four consecutive fiscal quarters of the Borrower
ending December 30, 2000 to be less than $104,000,000."
2.8. Indebtedness. Section 7.2 of the Credit Agreement shall
be amended by (i) deleting the word "and" at the end of clause (g) thereof; (ii)
replacing the amount "$15,000,000" in clause (h) thereof with "$2,500,000" and
replacing the period at the end of said clause with "; and", and (iii) inserting
a new clause (i) at the end of said Section 7.2 to read as follows:
"(i) the Shareholder Notes (including all capitalized or
payment in kind interest and all Guarantee Obligations of Subsidiaries
in respect thereof)."
2.9. Disposition of Property. Section 7.5(g) of the Credit Agreement
shall be amended and restated in its entirety to read as follows:
"(g) Dispositions of other property for cash having a fair
market value not to exceed $50,000,000 (or its equivalent in other
currencies as of the date of such Disposition, as determined by the
Borrower in good faith based on then prevailing exchange rates) in the
aggregate, provided that, notwithstanding anything herein to the
contrary, upon receipt of the Net Cash Proceeds thereof (other than an
aggregate amount thereof not exceeding $5,000,000 as to which a
Reinvestment Notice has been given), such Net Cash Proceeds shall be
applied to the prepayment of the Term Loans and the reduction of
Revolving Commitments as set forth in Section 2.11(e)."
2.10 Capital Expenditures. Section 7.7 of the Credit Agreement shall be
amended by inserting a new sentence at the end thereof to read as follows:
"Notwithstanding anything herein to the contrary, (x) the amount of
Capital Expenditures permitted to be made under clause (a) above for
each of the fiscal years ending on or nearest to December 31, 2001 and
December 31, 2002 shall be reduced to $22,500,000 (or its equivalent in
other currencies), (y) there shall no carryover of any unexpended
amounts from the fiscal year ending December 30, 2000 to the next
succeeding fiscal year under the proviso in said clause (a), and (z)
the carryover of any unexpended amounts from each of the fiscal years
ending on or nearest to December 31, 2001 and December 31, 2002 shall
not exceed $5,000,000 for each such fiscal year under such proviso."
Amendment No. 1
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2.11 Investments. Section 7.8 of the Credit Agreement shall be amended
by inserting a new sentence at the end thereof to read as follows:
"Notwithstanding anything herein to the contrary, the aggregate amount
of additional Investments made under clauses (h) and (k) above for the
period from and including the Amendment No. 1 Effective Date to and
including December 31, 2002 shall not exceed $5,000,000."
2.12 Transactions with Affiliates. Section 7.10 of the Credit Agreement
shall be amended by (a) inserting immediately after the words "Except as set
forth on Schedule 7.10" the following words: "and except for the Shareholder
Notes" and (b) inserting a proviso at the end of said Section 7.10 to read as
follows:
"; provided that, notwithstanding anything herein to the contrary, no
management or similar fees shall be paid in cash by Holdings, the
Borrower or any Restricted Subsidiary to any Affiliate during the
period from and including the Amendment No. 1 Effective Date to and
including December 31, 2002 (other than fees payable in respect of
advisory services rendered pursuant to (i) the agreements listed in
Schedule 7.10 or (ii) any other agreement entered into after the
Amendment No. 1 Effective Date that complies with clause (c) above)."
2.13 Shareholder Notes. A new Section 7.18 shall be inserted at the end
of Section 7 of the Credit Agreement to read as follows:
"7.18 Shareholder Notes.
(a) Make or offer to make any payment, prepayment, repurchase
or redemption of or otherwise defease or segregate funds with respect
to the principal of or interest on, or any other amount payable in
respect of, the Shareholder Notes, except (i) payments of interest in
kind (or capitalizing interest) in accordance with the terms of the
Shareholder Notes and delivery of warrants as contemplated thereby and
(ii) cash payments or prepayments of principal of and interest on the
Shareholder Notes, provided that with respect to any payments under
this clause (ii) the following conditions shall have been satisfied:
(I) no Default or Event of Default shall have
occurred and be continuing at the time of such payment or
would result therefrom;
(II) the Average Consolidated Senior Debt Ratio,
determined as at the last day of each of the two most recent
fiscal quarters prior to the date of such payment, based upon
the most recent financial statements delivered pursuant to
clause (a) or (b) of Section 6.01 and calculated on a pro
forma basis as if such payment had been made on the first day
of each such quarter, shall be less than 2.75:1.00;
Amendment No. 1
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(III) after giving effect to such payment, the sum of
(i) cash on hand (determined as at the last day of the most
recent fiscal quarter prior to the date of such payment based
upon the most recent financial statements delivered pursuant
to clause (a) or (b) of Section 6.01) plus (ii) the aggregate
unused amount of the Revolving Commitments then in effect
(excluding the portion (if any) of the Revolving Commitments
that may not be borrowed at such time by reason of the last
sentence of Section 2.4(a), unless such amount would become
available as of the date of such payment as a result of the
occurrence of the Revolving Commitment Suspension Termination
Date) shall be at least $35,000,000; and
(IV) the Borrower shall have delivered to the
Administrative Agent a certificate of a Responsible Officer,
dated the date of such payment, certifying as to the matters
set forth in clauses (I), (II) and (III) above and setting
forth in reasonable detail the calculations with respect to
clauses (II) and (III) above;
or (b) amend, modify, supplement or otherwise change, or consent or
agree to any amendment, modification, supplement or other change to,
any of the terms of the Shareholder Notes.
2.14 Events of Default. Section 8(c)(i) of the Credit
Agreement shall be amended by inserting immediately after the words "contained
in" the following words: "the last sentence of Section 6.1,". In addition,
Section 8 of the Credit Agreement shall be amended by inserting the word "or"
after Section 8(l) thereof and inserting the following new Section 8(m):
"(m) the Borrower shall have failed to receive, not later than
the date 15 days after the Amendment No. 1 Effective Date, cash
proceeds from the issuance of the additional Shareholder Notes referred
to in the definition of the term "Shareholder Notes" in Section 1.1 as
shall result in the aggregate amount of cash proceeds from the
Shareholder Notes issued on the Amendment No. 1 Effective Date through
the date 15 days after the Amendment No. 1 Effective Date being at
least equal to $25,000,000;"
2.15 Annex A (Pricing Grid). Annex A to the Credit Agreement shall be
amended and restated to read in its entirety as set forth in Annex A to this
Amendment No. 1.
2.16 Schedule 1.1A (Commitments). The column setting forth the
Revolving Commitments in Schedule 1.1A to the Credit Agreement shall be amended
and restated to read in its entirety as set forth in Schedule 1.1A to this
Amendment No. 1.
Section 3. Waivers. Subject to the satisfaction of the conditions
specified in Section 5 of this Amendment No. 1, but with effect on and after the
date hereof, each of the Required Lenders and the Majority Revolving Facility
Lenders waive any Default or Event of Default that has occurred and is
continuing under the Credit Agreement on the date hereof as a result of the
Borrower's failure to comply, as of December 30, 2000, with Sections 7.1(a),
(b), (c) and/or (d) of the Credit Agreement.
Amendment No. 1
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Section 4. Representations and Warranties. Each of Holdings
and the Borrower jointly and severally represents and warrants to the
Administrative Agent and the Lenders that, after giving effect to this Amendment
No. 1, (a) no Default or Event of Default shall have occurred and be continuing
and (b) the representations and warranties set forth in Section 4 of the Credit
Agreement (as amended hereby) are true and complete on the date hereof as if
made on and as of the date hereof (or, if any such representations and
warranties expressly relate to any earlier date, as of such earlier date) and as
if each reference in said Section 4 to "this Agreement" and the "Credit
Documents" included reference to this Amendment No. 1.
Section 5. Conditions Precedent. As provided in Sections 2 and 3 of
this Amendment No. 1, the amendments to the Credit Agreement set forth in said
Section 2 and the waivers set forth in said Section 3 shall become effective as
of the date hereof upon:
(i) Amendment No. 1. Receipt by the Administrative Agent of
one or more counterparts of this Amendment No. 1 duly executed and
delivered by the Borrower, Holdings and the Administrative Agent (with
the written consent of each of the Required Lenders and the Majority
Revolving Facility Lenders provided in the form of the Lender Consent
attached hereto as Exhibit A);
(ii) Shareholder Notes. Receipt by the Administrative Agent of
evidence satisfactory to the Administrative Agent that (x) one or more
Shareholder Notes shall have been issued by the Borrower to one or more
of the shareholders of Holdings, and that net cash proceeds thereof of
$20,000,000 shall have been received and applied by the Borrower to the
optional prepayment of the Revolving Loans pursuant to Section 2.10 of
the Credit Agreement, (y) the Borrower shall have received an
unconditional commitment for the purchase of additional Shareholder
Notes in the amount required pursuant to the last paragraph of the
definition of such term in Section 2.2 not later than 15 days after the
effectiveness of this Amendment No. 1 (which commitment shall be in
form and substance satisfactory to the Administrative Agent) and (z)
the Borrower shall have complied with the requirements of Section 4.7
of the Senior Subordinated Note Indenture with respect to the issuance
of the Shareholder Notes;
(iii) Opinion of Borrower's Counsel. Receipt by the
Administrative Agent of an opinion of counsel to Holdings, the Borrower
and its Restricted Subsidiaries in form and substance reasonably
satisfactory to the Administrative Agent (and the Borrower hereby
instructs each such counsel to deliver such opinion to the Lenders and
the Administrative Agent);
(iv) Amendment Fee. Payment by the Borrower of an amendment
fee to the Administrative Agent for the account of each Lender that has
executed a Lender Consent in the form attached hereto as Exhibit A on
or before 12:00 noon, New York City time, on March 20, 2001, such fee
to be in an amount equal to the percentage (as heretofore agreed in
writing by the Borrower) of the sum of the aggregate unpaid principal
amount of the Term Loans held by such Lender and the Revolving
Commitment then in effect of such Lender;
Amendment No. 1
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(v) Expenses, Etc. Payment by the Borrower of all other fees
required to be paid, and all expenses for which invoices have been
presented (including, without limitation, reasonable fees and
disbursements and other charges of counsel to the Administrative Agent)
in connection with this Amendment No. 1; and
(vi) Additional Matters. All required corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Amendment No. 1
being reasonably satisfactory in form and substance to the
Administrative Agent, and receipt by the Administrative Agent of such
other documents in respect of the transactions contemplated hereby as
it shall reasonably request.
Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart.
Delivery of an executed signature page of this Amendment No. 1 by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof. This Amendment No. 1 shall be governed by, and construed in accordance
with, the law of the State of New York.
Amendment No. 1
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered as of the day and year first
above written.
HOLDINGS
XXXXX PET CARE ENTERPRISES, INC.
By
-----------------------------------------
Name:
Title:
BORROWER
XXXXX PET CARE COMPANY
By
-----------------------------------------
Name:
Title:
ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By
-----------------------------------------
Name:
Title:
Amendment No. 1
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ANNEX A
PRICING GRID
Ratio of Senior Debt to EBITDA
XXXXX 0 XXXXX 0 XXXXX 0 XXXXX 0
XXXX XXXX
LESS THAN 3.25 2.75 BUT
BUT GREATER GREATER
GREATER THAN THAN OR THAN OR
OR EQUAL TO EQUAL TO EQUAL TO LESS THAN
3:25:1 2:75:1 2:25:1 2:25:1
------------- --------------- ---------- ---------
REVOLVING CREDIT LOANS
AND TRANCHE A DOLLAR TERM LOANS:
-------------------------------
ABR Loans 2.25% 2.00% 1.50% 1.25%
Eurodollar Loans 3.25% 3.00% 2.50% 2.25%
TRANCHE A EURO TERM LOANS: 3.25% 3.00% 2.50% 2.25%
-------------------------
TRANCHE B TERM LOANS:
ABR Loans 2.75% 2.75% 2.50% 2.50%
Eurodollar Loans 3.75% 3.75% 3.50% 3.50%
TRANCHE C TERM LOANS:
--------------------
ABR Loans 3.00% 3.00% 2.75% 2.75%
Eurodollar Loans 4.00% 4.00% 3.75% 3.75%
COMMITMENT FEE RATE: 0.50% 0.50% 0.50% 0.375%
--------------------
Amendment No. 1
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SCHEDULE 1.1A
REVOLVING COMMITMENTS
REVOLVING
LENDER COMMITMENT
------- -----------
The Chase Manhattan Bank $7,285,715.25
Bank of America N.A. $5,357,142.75
Bank of Tokyo-Mitsubishi Trust Co. $5,357,142.75
Bank One NA $5,537,142.75
Credit Agricole Indosuez $5,357,142.75
First Union National Bank N.C. $6,428,571.35
Firstrust Bank $3,214,285.50
Firstar Bank, N.A. $8,571,428.74
Fleet Boston $7,714,285.50
General Electric Capital Corporation $6,248,571.35
Xxxxxx Trust & Savings Bank $8,571,428.56
SunTrust Bank $5,357,142.75
TOTAL: $75,000,000.00
Amendment No. 1
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EXHIBIT A
LENDER CONSENT
Reference is made to the Amended and Restated Credit Agreement
dated as of May 8, 2000 (as amended and in effect from time to time, the "Credit
Agreement") among XXXXX PET CARE ENTERPRISES, INC., a Delaware corporation
("Holdings"), XXXXX PET CARE COMPANY, a Delaware corporation (the "Borrower"),
the several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, as administrative
agent (in such capacity, the "Administrative Agent"), providing, subject to the
terms and conditions thereof, for extensions of credit to be made by the Lenders
to the Borrower in an original aggregate principal or face amount not exceeding
$410,375,000 and ?82,000,000. Capitalized terms used and not otherwise defined
herein are deemed to have the respective meanings assigned to such terms in the
Credit Agreement.
The undersigned Lender party to the Credit Agreement hereby
(i) consents to Amendment No. 1 to the Credit Agreement, dated as of March 23,
2001 and effective as of the date thereof, substantially in the form to which
this Lender Consent is attached ("Amendment No. 1") and (ii) authorizes and
directs the Administrative Agent to execute and deliver Amendment No. 1 on
behalf of such Lender.
Full Name of Lender:
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By:
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Name:
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Title:
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Date: March __, 2001
Amendment No. 1
