EXHIBIT 4.3
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of February ___, 1998, is among AMERICAN NUTRITION BARS,
INC., GREAT AMERICAN FOODS, INC., SCHIFF PRODUCTS, INC., WEIDER NUTRITION GROUP,
INC. (collectively, "Borrowers"), WEIDER NUTRITION INTERNATIONAL, INC., WNG
HOLDINGS (INTERNATIONAL) LTD. (with Borrowers, collectively, "Obligors" and
individually, each an "Obligor"), the Lenders from time to time signatory to the
Credit Agreement and GENERAL ELECTRIC CAPITAL CORPORATION, as Agent for Lenders.
RECITALS
A. Obligors, Agent and Lenders are parties to that certain Third
Amended and Restated Credit Agreement dated as of May 6, 1997 (as from time to
time amended, restated, supplemented or otherwise modified and in effect, the
"Credit Agreement"), pursuant to which Lenders have made and may hereafter make
loans and advances and other extensions of credit to Borrowers.
B. Obligors desire, and Agent and Lender are willing, to amend
certain provisions of the Credit Agreement, all on the terms and conditions set
forth in this Amendment.
C. This Amendment shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment; capitalized terms used
herein without definition are so used as defined in Schedule A to the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. AMENDMENT. The Credit Agreement is hereby amended by replacing
the reference to "1.75:1.00" contained in clause (c) of Annex G to the Credit
Agreement with a reference to "1.27:1.00".
2. EFFECTIVENESS. This Amendment shall become effective as of the
date first set forth above upon Agent's receipt of executed signature pages to
this Amendment from Obligors and Requisite Lenders.
3. REPRESENTATIONS AND WARRANTIES. Obligors hereby represent and
warrant to Agent and Lenders that:
(a) As of the date of and after giving effect to this Amendment, no
Default or Event of Default shall have occurred or be continuing;
(b) As of the date of and after giving effect to this Amendment, the
representations and warranties of Obligors contained in the Loan Documents
are true, accurate and complete in all respects on and as of the date
hereof to the same extent as though made on and as of such date except to
the extent such representations and warranties specifically relate to an
earlier date; and
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(c) (i) The execution, delivery and performance by each Obligor of
this Amendment and each of the documents and agreements described herein,
or contemplated hereby, to which such Obligor is a party are within its
corporate powers and have been duly authorized by all necessary corporate
action on the part of such Obligor, (ii) this Amendment and such documents
and agreements are the legal, valid and binding obligation of each Obligor
enforceable against each Obligor in accordance with their respective terms
and (iii) neither this Amendment or any such other document or agreement,
nor the execution, delivery or performance by any Obligor thereof (1)
violates any law or regulation, or any order or decree of any court or
Governmental Authority, (2) conflicts with or results in the breach or
termination of, constitutes a default under or accelerates any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or
other instrument to which any Obligor is a party or by which any Obligor
or any of its property is bound or (3) results in the creation or
imposition of any Lien (other than Permitted Encumbrances) upon any of the
Collateral.
4. REFERENCE TO AND EFFECT ON CREDIT AGREEMENT. Except as
specifically amended above, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are each hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of Lenders or Agent under the
Credit Agreement or any of the other Loan Documents, or constitute a waiver of
any provision of the Credit Agreement or any of the other Loan Documents. Upon
the effectiveness of this Amendment each reference in (a) the Credit Agreement
to "this Agreement," "hereunder," "hereof," or words of similar import and (b)
any other Loan Document to "the Agreement" or "the Credit Agreement," shall, in
each case and except as otherwise specifically stated therein, mean and be a
reference to the Credit Agreement as amended hereby.
5. MISCELLANEOUS.
5.1 SUCCESSORS AND ASSIGNS. This Amendment shall be binding on and
shall inure to the benefit of Obligors, Agent, Lenders and their respective
successors and assigns, except as otherwise provided herein or therein; PROVIDED
that no Obligor may assign its rights, obligations, duties or other interests
hereunder without the prior written consent of Agent and Lenders. The terms and
provisions of this Amendment are for the purpose of defining the relative rights
and obligations of Obligors, Agent and Lenders with respect to the transactions
contemplated hereby and there shall be no third party beneficiaries of any of
the terms and provisions of this Amendment.
5.2 ENTIRE AGREEMENT. This Amendment, including all schedules and
other documents attached hereto or incorporated by reference herein, constitutes
the entire agreement of the parties with respect to the subject matter hereof
and supersedes all other understandings, oral or written, with respect to the
subject matter hereof.
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5.3 FEES AND EXPENSES. As provided in Section 11.3 of the Credit
Agreement, Obligors agree to pay on demand all fees, costs and expenses incurred
by Agent in connection with the preparation, execution and delivery of this
Amendment, together with all fees, costs and expenses incurred by Agent prior to
the date hereof which are payable by Obligors pursuant to Section 11.3 of the
Credit Agreement.
5.4 HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
5.5 SEVERABILITY. Wherever possible, each provision of this
Amendment shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Amendment shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Amendment.
5.6 CONFLICT OF TERMS. Except as otherwise provided in this
Amendment, if any provision contained in this Amendment is in conflict with, or
inconsistent with, any provision in any of the other Loan Documents, the
provision contained in this Amendment shall govern and control.
5.7 COUNTERPARTS. This Amendment may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.
5.8 INCORPORATION OF CREDIT AGREEMENT. The provisions contained in
Sections 11.9 and 11.14 of the Credit Agreement are incorporated herein by
reference to the same extent as if reproduced herein in their entirety.
5.9 ACKNOWLEDGMENT. Each Obligor hereby represents and warrants that
there are no liabilities, claims, suits, debts, liens, losses, causes of action,
demands, rights, damages or costs, or expenses of any kind, character or nature
whatsoever, known or unknown, fixed or contingent (collectively, the "Claims"),
which any Obligor may have or claim to have against Agent or any Lender, or any
of their respective affiliates, agents, employees, officers, directors,
representatives, attorneys, successors and assigns (collectively, the "Lender
Released Parties"), which might arise out of or be connected with any act of
commission or omission of the Lender Released Parties existing or occurring on
or prior to the date of this Agreement, including, without limitation, any
Claims arising with respect to the Obligations or any Loan Documents. In
furtherance of the foregoing, each Obligor hereby releases, acquits and forever
discharges the Lender Released Parties from any and all Claims that any Obligor
may have or claim to have, relating to or arising out of or in connection with
the Obligations or any Loan Documents or any other agreement or transaction
contemplated thereby or any action taken in connection therewith from the
beginning of time up to and including the date of the execution and delivery of
this Amendment. Each Obligor further agrees forever to refrain from commencing,
instituting or prosecuting any lawsuit, action or other proceeding against any
Lender Released Parties with espect to any and all Claims.
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[signature pages follow]
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IN WITNESS WHEREOF, this Second Amendment to Third Amended and
Restated Credit Agreement has been duly executed as of the date first written
above.
AMERICAN NUTRITION BARS, INC.
GREAT AMERICAN FOODS, INC.
SCHIFF PRODUCTS, INC.
WEIDER NUTRITION GROUP, INC.
WEIDER NUTRITION INTERNATIONAL, INC.
WNG HOLDINGS (INTERNATIONAL) LTD.
For each of the foregoing:
By: ________________________________
Title: _______________________________
[signature pages continue]
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GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By: _______________________________
Title: Duly Authorized Signatory
[signature pages continue]
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CORESTATES BANK, N.A.
By: _______________________________
Title:_____________________________
[signature pages continue]
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LASALLE NATIONAL BANK
By: _______________________________
Title:_____________________________
[signature pages continue]
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THE BANK OF NOVA SCOTIA
By: _______________________________
Title:_____________________________
[signature pages continue]
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CREDITANSTALT CORPORATE FINANCE, INC.
(successor in interest to
Creditanstalt-Bankverein)
By: _______________________________
Title:_____________________________
By: _______________________________
Title:_____________________________
[signature pages continue]
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XXXXXXXX XXXX XX, XXX XXXX BRANCH
AND GRAND CAYMAN BRANCH
By: _______________________________
Title:_____________________________
By: _______________________________
Title:_____________________________
[signature pages continue]
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ZIONS FIRST NATIONAL BANK
By: _______________________________
Title:_____________________________
[signature pages end]
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