Exhibit 10.19-A
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Amendment dated as of January 24, 1997 to the Credit Agreement
dated as of May 22, 1996 (the "Credit Agreement") among FRIES &
FRIES, INC. (the "Borrower"), MALLINCKRODT INC., as Guarantor (the
"Guarantor"), the BANKS party thereto, XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent (the "Administrative Agent") and
CITIBANK, N.A., as Documentation Agent (the "Documentation Agent").
W I T N E S S E T H:
WHEREAS, the parties have previously entered into the Credit
Agreement;
WHEREAS, the Borrower owns 50% of Tastemaker, a general
partnership between the Borrower and Hercules Flavor, Inc., a
subsidiary of Hercules Incorporated;
WHEREAS, Tastemaker proposes to enter into a credit agreement
dated as of January 24, 1997 (the "Tastemaker Credit Agreement")
providing for loans in an aggregate amount not to exceed
$600,000,000, the proceeds of which will be used to purchase
securities which will be pledged as collateral under the Tastemaker
Credit Agreement;
WHEREAS, the Borrower proposes to Guarantee the obligations of
Tastemaker under the Tastemaker Credit Agreement and the Guarantor
proposes to Guarantee such Guarantee obligations of the Borrower; and
WHEREAS, the Borrower has requested the Banks and the Required
Banks are willing, on the terms and conditions set forth herein, to
amend certain of the covenants in the Credit Agreement;
NOW, THEREFORE, the undersigned parties hereto agree as follows:
SECTION 1. Definitions; References. 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 from and after the date hereof refer to the
Credit Agreement as amended hereby.
SECTION 2. Amendment of Section 1.1 of the Credit Agreement.
Section 1.1 of the Credit Agreement is amended by inserting, in their
appropriate alphabetical positions, the following definitions:
"Tastemaker" means Tastemaker, a general partnership between the
Borrower and Hercules Flavor, Inc., a subsidiary of Hercules
Incorporated.
"Tastemaker Guarantees" means (i) the Guarantee by the Borrower
of the obligations of Tastemaker under the Tastemaker Credit
Agreement and (ii) the Guarantee by the Guarantor of the Guarantee
described in clause (i).
"Tastemaker Credit Agreement" means the credit agreement dated
as of January 24, 1997 among Tastemaker, Fries & Fries, Inc.,
Mallinckrodt Inc., the Banks party thereto, Xxxxxx Guaranty Trust
Company of New York, as Administrative Agent and Citibank, N.A. as
Documentation Agent, as amended and in effect from time to time;
provided that the principal amount of Indebtedness outstanding
thereunder shall at no time exceed $600,000,000.
SECTION 3. Amendment of Section 5.8 of the Credit Agreement.
Section 5.8 of the Credit Agreement is amended by adding the
following sentence:
For purposes of this provision, the Tastemaker Guarantees will
be disregarded in calculating Total Debt, including for purposes of
calculating Total Capital.
SECTION 4. Amendment of Section 5.9 of the Credit Agreement.
Section 5.9 of the Credit Agreement is amended by adding the
following sentence:
For purposes of this provision, the Tastemaker Guarantees will
not be deemed Indebtedness of the Guarantor or any of its
Subsidiaries, including for purposes of calculating Total Capital.
SECTION 5. Amendment of Section 5.10 of the Credit Agreement.
Section 5.10 shall not apply to the execution, delivery or
performance of the Tastemaker Guarantees.
SECTION 6. Representations and Warranties. The Guarantor and
the Borrower each hereby represents and warrants that as of the date
hereof and after giving effect hereto:
(a) no Default has occurred and is continuing;
(b) each representation and warranty of the Guarantor and the
Borrower set forth in the Agreement is true and correct as though
made on and as of this date; and
(c) since September 30, 1996 there has been no material adverse
change, and nothing has occurred that is reasonably likely to
result in any material adverse change, in the consolidated
financial condition, operations or business taken as a whole of the
Guarantor and its Subsidiaries from that set forth in the financial
statements furnished to the Banks as at that date.
SECTION 7. Rights Otherwise Unaffected. This Amendment is
limited to the matters expressly set forth herein. Except to the
extent specifically amended hereby, all terms of the Credit Agreement
shall remain in full force and effect.
SECTION 8. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 9. Counterparts; Effectiveness. 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. This Amendment shall become
effective as of the date and the year first written above when the
Administrative Agent shall have received duly executed counterparts
hereof signed by the Borrower, the Guarantor and the Required Banks
(or, in the case of any party as to which an executed counterpart
shall not have been received, the Administrative Agent shall have
received telegraphic, telex or other written confirmation from such
party of execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
FRIES & FRIES, INC.,
as Borrower
By ________________________
Title:
MALLINCKRODT INC.,
as Guarantor
By ________________________
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By ________________________
Title:
CITIBANK, N.A.
By ________________________
Title:
BANK OF AMERICA ILLINOIS
By ________________________
Title:
THE CHASE MANHATTAN BANK
By ________________________
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By ________________________
Title:
ABN-AMRO BANK N.V.,
CHICAGO BRANCH
By ________________________
Title:
By ________________________
Title:
BANCA COMMERCIALE ITALIANA
By ________________________
Title:
By ________________________
Title:
BANK OF IRELAND
By ________________________
Title:
THE BANK OF NOVA SCOTIA
By ________________________
Title:
THE BANK OF TOKYO-MITSUBISHI,
LTD.,CHICAGO BRANCH
By ________________________
Title:
BANQUE PARIBAS
By ________________________
Title:
By ________________________
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By ________________________
Title:
CIBC INC.
By ________________________
Title:
DEUTSCHE BANK AG
CHICAGO AND/OR CAYMAN ISLANDS
BRANCHES
By ________________________
Title:
By ________________________
Title:
THE FUJI BANK, LIMITED
By ________________________
Title:
MELLON BANK, N.A.
By ________________________
Title:
SOCIETE GENERALE, CHICAGO
BRANCH
By ________________________
Title:
THE SUMITOMO BANK, LTD.
By ________________________
Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By ________________________
Title:
By ________________________
Title:
YASUDA TRUST & BANKING CO.,
LTD. CHICAGO BRANCH
By ________________________
Title:
