EXHIBIT 10(A)
LETTERHEAD
BNY FINANCIAL CORPORATION
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
212-408-7000
July 16, 1998
Lincoln Snacks Company
0 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: Waiver and Consent
Gentlemen:
Reference is made to the Revolving Credit, Term Loan and Security
Agreement between you and BNY Financial Corporation, as successor-in-interest
to The Bank of New York Commercial Corporation, dated December
3, 1993, as supplemented and amended (the "Loan Agreement"). You have
requested that we waive a certain covenant within the Loan Agreement and
consent to a certain transaction, to the extent and as more fully
described in this letter. Initially capitalized terms used but not
otherwise defined herein shall have the meanings given such terms in the
Loan Agreement.
Pursuant to your request, we hereby agree to waive as a default
under the Loan Agreement the transfer of control of Borrower resulting
from the sale of approximately 3,600,000 share of your common stock by
the Original Owner to Brynwood Partners III on or about June 8, 1998
(the "transfer of control") in violation of the Change of Control
covenant set forth in Section 10.13 of the Loan Agreement, and we
consent to such transfer of control to Brynwood Partners III.
The waiver and consent provided herein are specifically limited to
the section of the Loan Agreement set forth above, and no waiver of, or
consent with respect to, any other term, condition, covenant, agreement
or other aspect of the Loan Agreement is intended or implied. Except
for the specific circumstances covered by this letter, no other aspect
of the covenant referred to in this letter is waived, including without
limitation for any other circumstance, and no such additional waiver is
intended or implied.
If you are in agreement with the foregoing, please so indicate by
signing and returning to us the enclosed copy of this letter.
Very truly yours,
BNY FINANCIAL CORPORATION
By: /s/ Xxxxxxx Xxxxx
------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
AGREED TO AND ACCEPTED:
LINCOLN SNACKS COMPANY
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Financial Officer
