FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2018 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative...
Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 15, 2018
among
PINNACLE FOODS FINANCE LLC,
as the Borrower,
PEAK FINANCE HOLDINGS LLC,
as Holdings,
THE GUARANTORS PARTY HERETO,
BARCLAYS BANK PLC,
as Administrative Agent, Swing Line Lender and L/C Issuer,
BANK OF AMERICA, N.A.,
as L/C Issuer,
and
THE OTHER LENDERS PARTY HERETO
________________
BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, XXXXXXX XXXXX BANK USA and XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Joint Lead Arrangers and Joint Bookrunners with respect to the Initial B Term Loans,
BANK OF AMERICA, N.A. and BARCLAYS BANK PLC,
as Joint Lead Arrangers and Joint Bookrunners with respect to the Initial A Term Loans and the Revolving Credit Facility,
BMO XXXXXX BANK N.A., CITIBANK, N.A, CITIZENS BANK, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., ROYAL BANK OF CANADA, SUNTRUST BANK, XXXXX FARGO BANK, NATIONAL ASSOCIATION, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, XXXXXXX SACHS BANK USA and XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Co-Documentation Agents with respect to the Initial A Term Loans and the Revolving Credit Facility
This First Amendment to Third Amended and Restated Credit Agreement (this “Amendment”) is dated as of March 15, 2018 and is entered into by and among Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Borrower’’), Peak Finance Holdings LLC, a Delaware limited liability company (“Holdings”), Barclays Bank PLC (“Barclays”), as Administrative Agent (the “Administrative Agent”), each of the Initial B Term Lenders (as defined below), each of the Revolving Credit Lenders (as defined below), each Swing Line Lender, each L/C Issuer, each of the Initial A Term Lenders (as defined below) and, for purposes of Sections VII and VIII hereof, the Guarantors listed on the signature pages hereto, and is made with reference to that certain Third Amended and Restated Credit Agreement, dated as of February 7, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among the Borrower, Holdings, the Lenders party thereto from time to time and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended and Restated Credit Agreement (as defined below).
RECITALS
WHEREAS, Bank of America, N.A., Barclays and Credit Suisse Securities (USA) LLC, Xxxxxxx Sachs Bank USA and Xxxxxx Xxxxxxx Senior Funding, Inc. are acting as joint lead arrangers and joint lead bookrunners (in such capacities, the “Refinancing Arrangers”) in connection with this Amendment;
WHEREAS, the Borrower has requested a new tranche of term loans (the “Initial B Term Loan Facility”) pursuant to and subject to the conditions of Section 2.17 of the Credit Agreement and Section I of this Amendment, which Initial B Term Loan Facility shall consist of term loans (the “Initial B Term Loans”) provided by the Persons listed on Schedule I hereto as an “Initial B Term Lender” (the “Initial B Term Lenders”) in an aggregate principal amount equal to $1,239,380,000.00, and which Initial B Term Loans shall be on the terms set forth in the Amended and Restated Credit Agreement (as defined below);
WHEREAS, the Borrower has requested a new revolving credit facility (the “Revolving Credit Facility”) pursuant to and subject to the conditions of Section 2.17 of the Credit Agreement and Section II of this Amendment, which Revolving Credit Facility shall consist of revolving credit commitments provided by the Persons listed on Schedule I hereto as a “Revolving Credit Lender” (the “Revolving Credit Lenders”) in an aggregate principal amount equal to $300,000,000.00 (the “Revolving Credit Commitments”, and the Loans made thereunder, the “Revolving Credit Loans”) and which Revolving Credit Commitments shall be on the terms set forth in the Amended and Restated Credit Agreement;
WHEREAS, (1) the proceeds of the Initial B Term Loans, together with cash on hand of the Borrower, will be used to repay a portion of the Initial Term Loans outstanding under the Credit Agreement as provided for in Section I of this Amendment and (2)(x) the Borrower’s existing revolving credit facility under the Credit Agreement (the “Existing Revolving Credit Facility”) and the commitments thereunder (the “Existing Revolving Credit Commitments”, and the Loans made thereunder, the “Existing Revolving Credit Loans”) will be terminated and replaced with the Revolving Credit Facility, (y) any revolving loans incurred under the Existing Revolving Credit Facility will be refinanced, or deemed refinanced, with Loans incurred under the Revolving Credit Facility and (z) any letters of credit issued under the Existing Revolving Facility shall be deemed to be issued under the Revolving Credit Facility, in each case as provided for in Section II of this Amendment (collectively, the “Step 1 Refinancing”);
WHEREAS, the Borrower has requested a waiver of, and the Borrower, the Administrative Agent and the Initial B Term Lenders and the Revolving Credit Lenders, constituting the Required Lenders (immediately after the Step 1 Refinancing and immediately prior to the Step 2 Refinancing (as defined
below)), have agreed to waive, clauses (ii) and (iii) of Section 2.17(a) of the Credit Agreement with respect to the establishment of the New A Term Loan Facility (the “A Term Loan Waiver”), as provided for in Section III of this Amendment;
WHEREAS, the Borrower has requested a new tranche of term loans (the “Initial A Term Loan Facility”) pursuant to and subject to the conditions of Section 2.17 of the Credit Agreement, as modified by the A Term Loan Waiver, and Section IV of this Amendment, which Initial A Term Loan Facility shall consist of term loans (the “Initial A Term Loans”) provided by the Persons listed on Schedule I hereto as an “Initial A Term Lender” (the “Initial A Term Lenders”) in an aggregate principal amount equal to $800,000,000.00, and which Initial A Term Loans shall be on the terms set forth in the Amended and Restated Credit Agreement (as defined below);
WHEREAS, the proceeds of the Initial A Term Loans will be used to repay the remaining Initial Term Loans outstanding under the Credit Agreement (the “Step 2 Refinancing” and, together with the Step 1 Refinancing, the “2018 Refinancing”) immediately after the Step 1 Refinancing and immediately prior to the Step 2 Refinancing as provided for in Section IV of this Amendment;
WHEREAS, the Borrower has requested certain further amendments to the Credit Agreement as more specifically set forth in the Amended and Restated Credit Agreement;
WHEREAS, the Borrower, Holdings, the Administrative Agent, each Initial B Term Lender, each Revolving Credit Lender, each Swing Line Lender, each L/C Issuer and each Initial A Term Lender (in each case, immediately after the 2018 Refinancing and immediately prior to the Amendment and Restatement) have agreed to amend and restate the Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement attached hereto as Exhibit A (the “Amended and Restated Credit Agreement”); and
WHEREAS, each party that executes and delivers a signature page to this Amendment, including the signature page of each Person consenting to be an Initial B Term Lender, a Revolving Credit Lender and/or an Initial A Term Lender in accordance with the provisions of Sections I, II and IV, respectively, of this Amendment, will be deemed upon the Effective Date to have agreed to the terms of the Amended and Restated Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisions and covenants herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
SECTION I. | INITIAL B TERM LOANS |
A. The Borrower confirms and agrees that (i) it has requested an additional tranche of term loans, to be referred to in the Amended and Restated Credit Agreement as “Initial B Term Loans”, in a total aggregate principal amount of $1,239,380,000.00 pursuant to and on the terms set forth in Section 2.17 of the Credit Agreement and herein (the “Initial B Term Loan Borrowing”), (ii) prior to the Effective Date, the Borrower has delivered to the Administrative Agent a timely Committed Loan Notice with respect to the Initial B Term Loan Borrowing and (iii) on the Effective Date, the Borrower will borrow (and hereby requests the funding of) the full amount of Initial B Term Loans from the Initial B Term Lenders. Amounts paid or prepaid in respect of Initial B Term Loans may not be reborrowed.
B. Each Initial B Term Lender confirms and agrees that, on the Effective Date, it shall make available to the Borrower (including in the manner contemplated by that certain Cashless Settlement of Existing Term Loans letter dated March 15, 2018, by and among the Borrower, Bank of America, N.A. and
the Administrative Agent) Initial B Term Loans in the aggregate principal amount set forth opposite its name on Schedule I hereto.
C. The Initial B Term Lenders and each Loan Party that is a party hereto agree that effective on and at all times after the Effective Date, the Initial B Term Lenders will be bound by all obligations, and entitled to all the benefits of, a Lender under the Amended and Restated Credit Agreement in respect of their respective Initial B Term Loans set forth on Schedule I to this Amendment. No Initial B Term Lender ever is or ever shall be in any respect responsible or liable for any obligation of any other Lender under the Amended and Restated Credit Agreement (immediately after the Amendment and Restatement).
D. Immediately upon the provision of the Initial B Term Loans to the Borrower by the Initial B Term Lenders, the Borrower shall apply the aggregate proceeds of the Initial B Term Loans (together with cash on hand of the Borrower) to prepay in full $1,439,380,000.00 of the outstanding principal amount of Initial Term Loans, together with outstanding and accrued interest thereon and fees and other amounts related thereto payable under the Credit Agreement. The repayment of existing Initial Term Loans with the proceeds of the Initial B Term Loans and cash on hand of the Borrower contemplated hereby constitutes a voluntary prepayment of the Initial Term Loans by the Borrower pursuant to Section 2.05(a) of the Credit Agreement.
SECTION II. | REVOLVING CREDIT FACILITY |
A. The Borrower confirms and agrees that it has requested a new revolving credit facility, which shall consist of commitments to be referred to in the Amended and Restated Credit Agreement as “Revolving Credit Commitments” (with the loans made thereunder to be referred to in the Amended and Restated Credit Agreement as “Revolving Credit Loans”), from the Revolving Credit Lenders in a total aggregate principal amount of $300,000,000.00 pursuant to and on the terms set forth in Section 2.17 of the Credit Agreement and herein.
B. Each Revolving Credit Lender confirms and agrees that, on the Effective Date, its Revolving Credit Commitment in the aggregate principal amount set forth opposite its name on Schedule I hereto shall become effective and, from time to time on and after the Effective Date, it will fund Revolving Credit Loans in accordance with the provisions of the Amended and Restated Credit Agreement.
C. The Revolving Credit Lenders and each Loan Party that is a party hereto agree that effective on and at all times after the Effective Date, the Revolving Credit Lenders will be bound by all obligations of, and entitled to all the benefits of, a Lender under the Amended and Restated Credit Agreement in respect of their respective Revolving Credit Commitments. Except as expressly set forth in the Amended and Restated Credit Agreement, no Revolving Credit Lender ever is or ever shall be in any respect responsible or liable for any obligation of any other Lender under the Amended and Restated Credit Agreement.
D. Immediately after the effectiveness of the Revolving Credit Commitments, the Existing Revolving Credit Facility and the Existing Revolving Credit Commitments thereunder will be terminated and the Borrower shall repay in full all outstanding Existing Revolving Credit Loans (if any) of the Borrower, which repayment may be funded with Revolving Credit Loans. Any letters of credit issued under the Existing Revolving Credit Facility shall be deemed to be issued under the Revolving Credit Facility. The Borrower shall pay any outstanding and accrued interest and fees and other amounts related thereto payable under the Credit Agreement.
SECTION III. | A TERM LOAN WAIVER |
Immediately after the effectiveness of the Step 1 Refinancing as set forth in Sections I and II of this Amendment, in accordance with Section 10.01 of the Credit Agreement, the Borrower, the
Administrative Agent and the Initial B Term Lenders and the Revolving Credit Lenders (in each case, immediately after the Step 1 Refinancing and immediately prior to the Step 2 Refinancing), constituting the Required Lenders, hereby waive clauses (ii) and (iii) of Section 2.17(a) of the Credit Agreement with respect to the establishment of the New A Term Loan Facility.
SECTION IV. | INITIAL A TERM LOANS |
A. The Borrower confirms and agrees that (i) it has requested an additional tranche of term loans, to be referred to in the Amended and Restated Credit Agreement as “Initial A Term Loans”, in a total aggregate principal amount of $800,000,000.00 from the Initial A Term Lenders pursuant to and on the terms set forth in Section 2.17 of the Credit Agreement, as amended by the A Term Loan Waiver, and herein (the “Initial A Term Loan Borrowing”), (ii) prior to the Effective Date, the Borrower has delivered to the Administrative Agent a timely Committed Loan Notice with respect to the Initial A Term Loan Borrowing and (iii) on the Effective Date, the Borrower will borrow (and hereby requests the funding of) the full amount of Initial A Term Loans from the Initial A Term Lenders. Amounts paid or prepaid in respect of Initial A Term Loans may not be reborrowed.
B. Each Initial A Term Lender confirms and agrees that, on the Effective Date, it shall fund to the Borrower Initial A Term Loans in the aggregate principal amount set forth opposite its name on Schedule I hereto.
C. The Initial A Term Lenders and each Loan Party that is a party hereto agree that effective on and at all times after the Effective Date, the Initial A Term Lenders will be bound by all obligations, and entitled to all the benefits of, a Lender under the Amended and Restated Credit Agreement in respect of their respective Initial A Term Loans set forth on Schedule I to this Amendment. No Initial A Term Lender ever is or ever shall be in any respect responsible or liable for any obligation of any other Lender under the Amended and Restated Credit Agreement.
D. Immediately upon the funding of the Initial A Term Loans to the Borrower by the Initial A Term Lenders, the Borrower shall apply the aggregate proceeds of the Initial A Term Loans (together with cash on hand of the Borrower) to prepay in full all the remaining outstanding principal amount of Initial Term Loans after the Step 1 Refinancing, together with all outstanding and accrued interest thereon and fees and other amounts related thereto payable under the Credit Agreement. The repayment of existing Initial Term Loans with the proceeds of the Initial A Term Loans contemplated hereby constitutes a voluntary prepayment of the Initial Term Loans by the Borrower pursuant to Section 2.05(a) of the Credit Agreement.
SECTION V. | AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT |
The parties hereto agree that, immediately after the 2018 Refinancing, the Credit Agreement shall be amended such that on the Effective Date, the terms set forth in the Amended and Restated Credit Agreement attached hereto as Exhibit A shall replace the terms of the Credit Agreement in its entirety (the “Amendment and Restatement” and, together with the 2018 Refinancing, the “Transactions”).
SECTION VI. | CONDITIONS TO EFFECTIVENESS |
This Amendment shall become effective (with the effectiveness of the Transactions provided for in Sections I, II, III, IV and V hereof becoming effective and being completed in the sequence provided for in such Sections) on the date (the “Effective Date”) upon which the following conditions precedent are satisfied:
A. Execution. The Administrative Agent shall have (i) executed this Amendment and (ii) received a counterpart signature page of this Amendment duly executed by (a) each of the Loan
Parties, (b) each Initial B Term Lender, (c) each Revolving Credit Lender, (d) each L/C Issuer, (e) each Swing Line Lender and (f) each Initial A Term Lender.
B. Committed Loan Notice. The Administrative Agent shall have received a Committed Loan Notice executed by the Borrower relating to (i) the Initial B Term Loan Borrowing and (ii) the Initial A Term Loan Borrowing.
C. Notice of Prepayment. The Borrower shall have delivered a fully executed notice of prepayment of all of the Initial Term Loans and Revolving Credit Loans (if any) outstanding immediately prior to the 2018 Refinancing at least three Business Days prior to the Effective Date pursuant to Section 2.05(a) of the Credit Agreement.
D. Notice of Termination. The Borrower shall have delivered a fully executed notice of termination of the Existing Revolving Credit Commitments at least three Business Days prior to the Effective Date pursuant to Section 2.06(a) of the Credit Agreement.
E. Opinion of Counsel to Loan Parties. The Administrative Agent shall have received an executed copy of a written opinion of Cravath, Swaine & Xxxxx LLP, counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders party to the Amended and Restated Credit Agreement, dated as of the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent.
F. No Default or Event of Default. No event has occurred and is continuing or will result from the Transactions that would constitute a Default or an Event of Default.
G. Representations and Warranties. Each of the representations and warranties contained in Section VII below shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
H. PATRIOT Act. The Administrative Agent shall have received at least three Business Days prior to the Effective Date all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent at least five Business Days in advance of the Effective Date.
I. Flood Determinations. The Administrative Agent shall have obtained with respect to each Mortgaged Property a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party relating thereto).
J. Fees and Expenses. The Administrative Agent and the Refinancing Arrangers shall have received all fees and other amounts due and payable on or prior to the Effective Date (including any upfront fees on the Initial B Term Loan Facility or the Initial A Term Loan Facility, which, in each case, may take the form of original issue discount, and any amounts payable under Section 3.05 of the Credit Agreement), including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment or under any other Loan Document (including all reasonable fees, charges and
disbursements of Xxxxxx & Xxxxxxx LLP, counsel to the Administrative Agent and the Refinancing Arrangers, incurred in connection with this Amendment).
K. Other Documents. The Administrative Agent shall have received customary corporate documents (including resolutions and good standing certificates) and certificates (including officer’s and secretary’s certificates and a certificate from the chief financial officer of the Borrower with respect to the solvency (on a consolidated basis) of Parent and its subsidiaries) each in form and substance reasonably satisfactory to the Administrative Agent.
SECTION VII. | REPRESENTATIONS AND WARRANTIES |
In order to induce the Initial B Term Lenders, the Revolving Credit Lenders and the Initial A Lenders to extend credit to the Borrower in the form of Initial B Term Loans, Revolving Credit Commitments and Initial A Term Loans and to induce the Administrative Agent, each Initial B Term Lender, each Revolving Credit Lender, each Swing Line Lender, each L/C Issuer and each Initial A Term Lender to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party which is a party hereto represents and warrants to each of the parties hereto that the following statements are true and correct in all material respects:
A. Corporate Power and Authority; Binding Obligations. Each Loan Party which is party hereto has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and to perform its obligations under, this Amendment and under the Amended and Restated Credit Agreement and the other Loan Documents to which it is a party. This Amendment has been duly authorized, executed and delivered by each Loan Party party hereto, and this Amendment and the Amended and Restated Credit Agreement each constitutes a legal, valid and binding obligation of each such Loan Party, to the extent party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws and by general principles of equity.
B. Incorporation of Representations and Warranties from the Credit Agreement. The representations and warranties contained in Article V of the Amended and Restated Credit Agreement are and will be true and correct in all material respects on and as of the Effective Date, after giving effect to the Transactions; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
C. PATRIOT Act. To the extent applicable, each Loan Party and each Subsidiary of each Loan Party is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
SECTION VIII. | ACKNOWLEDGMENT AND CONSENT |
As of the Effective Date, each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and the Amended and Restated Credit Agreement and consents to the
amendment and amendment and restatement of the Credit Agreement effected pursuant to this Amendment, and acknowledges and agrees that, upon the effectiveness of the Transactions, the Initial B Term Lenders, the Revolving Credit Lenders and the Initial A Term Lenders (including both existing lenders under the Credit Agreement and additional Lenders) are “Lenders” and “Secured Parties” for all purposes under the Loan Documents to which such Guarantor is a party. As of the Effective Date, the Borrower and each Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document (as amended hereby)).
As of the Effective Date, the Borrower and each Guarantor acknowledge and agree that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment and the Amended and Restated Credit Agreement.
As of the Effective Date, each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendment and amendment and restatement of the Credit Agreement effected pursuant to this Amendment and (ii) nothing in this Amendment, the Amended and Restated Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to, or amendment and restatement of, the Amended and Restated Credit Agreement.
SECTION IX. | WAIVER |
Each Lender hereby waives the right to the payment of any breakage, loss or expense under Section 3.05 (Funding Losses) of the Credit Agreement with respect to any of its Loans under the Credit Agreement that are being repaid in connection with the 2018 Refinancing.
SECTION X. | MISCELLANEOUS |
A. Initial A Term Loan Borrowings on the Effective Date. The parties hereto acknowledge and agree that the provisions of Section 2.02(g) of the Amended and Restated Credit Agreement shall apply with like effect with respect to any Initial A Term Loans funded by a Refinancing Arranger on the Effective Date as if each reference to “Administrative Agent” were a reference to the term “Refinancing Arranger” as defined in this Amendment.
B. Reference to and Effect on the Credit Agreement and the Other Loan Documents.
(i) On and after the Amendment and Restatement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended and Restated Credit Agreement.
(ii) Except as specifically amended by this Amendment, the Amended and Restated Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents. This Amendment and the Amended and Restated Credit Agreement do not constitute a novation or termination of the Indebtedness and Obligations existing under the Credit Agreement (except for the payment of all Initial Term Loans and Existing Revolving Credit Loans (if any) outstanding immediately prior to the Effective Date under the Credit Agreement pursuant to Sections I, II and IV hereunder, which Initial Term Loans and Existing Revolving Credit Loans are being refinanced in accordance with this Amendment, and the termination of all Existing Revolving Credit Commitments under the Credit Agreement pursuant to and in accordance with Section II hereunder).
C. Headings. Section and Subsection 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 or be given any substantive effect.
D. Integration, Governing Law and Waiver of Jury Trial. The provisions of Sections 10.12 (Integration), 10.16 (Governing Law) and 10.17 (Waiver of Right to Trial by Jury) of the Amended and Restated Credit Agreement shall apply with like effect to this Amendment. This Amendment is a Loan Document as defined in the Amended and Restated Credit Agreement.
E. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic method of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or other electronic method be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic method.
F. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
G. Post-Effective Requirements.
(a) Within 60 days after the Effective Date (or such later date acceptable to the Administrative Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Agent either:
(i) (x) confirmation from local counsel in each jurisdiction where a Mortgaged Property is located, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in each Mortgage), including the amendment of the Obligations contemplated hereby, for the benefit of the Secured Parties and no other documents, instruments, filings, recording, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by this Agreement and the other documents executed in
connection therewith, for the benefit of the Secured Parties and (y) title searches with respect to each Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent; or
(ii) Mortgage amendments reflecting the amendment of the Obligations contemplated hereby (the “Mortgage Amendments”) or new mortgages reflecting the Obligations contemplated hereby, each in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Property, each duly executed and delivered by an authorized officer of each party thereto and in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable.
(A)In connection with any Mortgage Amendment delivered pursuant to this clause (ii), date-down, modification, so-called “non-impairment” or other endorsements reasonably satisfactory to the Administrative Agent with respect to the applicable title insurance policy delivered in connection with each Mortgage, and in connection with any new mortgages delivered pursuant to this clause (ii), new title insurance policies each in form and substance reasonably satisfactory to Administrative Agent.
(B)Legal opinions relating to the amendments to the Mortgages or new mortgages, as applicable, described in this clause (ii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(C)Evidence that the reasonable fees, costs and expenses have been paid, to the extent invoiced, in connection with the preparation, execution, filing and recordation of the items delivered pursuant to this paragraph (F), including, without limitation, reasonable attorneys’ fees, title insurance premiums, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection herewith.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
BORROWER: | PINNACLE FOODS FINANCE LLC |
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
GUARANTORS : |
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
PEAK FINANCE HOLDINGS LLC
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
PINNACLE FOODS FINANCE CORP.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
PINNACLE FOODS GROUP LLC
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
PINNACLE FOODS INTERNATIONAL CORP.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
BIRDS EYE FOODS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
AVIAN HOLDINGS LLC
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
BIRDS EYE FOODS LLC
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
XXXXXXX ENDEAVORS, INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SEASONAL EMPLOYERS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
GLK HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
GLK, LLC
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
PINNACLE FOODS FORT MADISON LLC
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
BOULDER BRANDS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
BOULDER BRANDS USA, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President &
Assistant Secretary
BARCLAYS BANK PLC,
as Administrative Agent, Revolving Credit Lender, Swing Line Lender, L/C Issuer and Initial A Term Lender
By: /s/ Xxxxx Xxxxxx ____________________________
Name: Xxxxx Xxxxxx
Title: Director
Lender Notice Address:
___________________
___________________
___________________
Attn: _______________
Telephone: __________
Facsimile: ___________
BANK OF AMERICA, N.A.
as Initial B Term Lender, Revolving Credit Lender, L/C Issuer and Initial A Term Lender
By: /s/ Xxxxxxx Xxxxxx ___________________________
Name: Xxxxxxx Xxxxxx
Title: Managing Director
Lender Notice Address:
Bank of America, N.A.
000 X. Xxxxx Xx. - 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Primary Servicing
Telephone: 000 000 0000
Facsimile: 000 000 0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
AgFirst Farm Credit Bank:
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Lender Notice Address:
AgFirst Farm Credit Bank
0000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. X’Xxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender:
The Bank of East Asia, Limited, New York Branch
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: SVP
For any Initial A Term Lender requiring a second signature block:
By: /s/ Kitty Sin
Name: Kitty Sin
Title: SVP
Lender Notice Address:
Attn:
Telephone:
Facsimile:
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
BMO Xxxxxx Bank, N.A.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
Lender Notice Address:
000 X. XxXxxxx,
Xxxxxxx, XX 00000
Attn: Xxxxx Dancer
Telephone: 000-000-0000
Facsimile: 000-000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
BMO Xxxxxx Bank, N.A.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
Lender Notice Address:
000 X. XxXxxxx,
Xxxxxxx, XX 00000
Attn: Xxxxx Dancer
Telephone: 000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender:
Bank of China, New York Branch
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Managing Director
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
Attn:
Telephone:
Facsimile:
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender: CATHAY BANK
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
For any Initial A Term Lender requiring a second signature block:
By: N/A
Name:
Title:
Lender Notice Address:
Attn:
Telephone:
Facsimile:
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
CIT Bank, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
Attn:
Telephone:
Facsimile:
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
Name of Revolving Credit Lender: Citibank, N.A.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
For any Revolving Credit Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
000 Xxxxxxxxx Xx, 00xx XX
Xxx Xxxx, XX 00000
Attn: Xxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000 0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender: Citibank, N.A.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
000 Xxxxxxxxx Xx, 00xx XX
Xxx Xxxx, XX 00000
Attn: Xxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
Citizens Bank,N.A
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Senior Vice President
Lender Notice Address:
Citizens Bank, N.A.
00 Xxxxx Xxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx/Xxxxxx Xxxxxx
Telephone: 000-000-0000/000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Citizens Bank, N.A
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Senior Vice President
Lender Notice Address:
Citizens Bank, N.A.
00 Xxxxx Xxxx
Xxxxxxx,XX 00000
Attn: Xxxxx Xxxxxx/Xxxxxx Xxxxxx
Telephone: 000-000-0000/000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
CITY NATIONAL BANK:
By: /s/ Xxxxxxxxxxx Xxxxx
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
Lender Notice Address:
000 Xxxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Account Manager, Food & Beverage
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
CoBank, ACB
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President
Lender Notice Address:
CoBank, ACB
0000 X. Xxxxxxxx Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Email: xxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender: Compeer Financial, PCA
By: /s/ Xxxxxx X. Best
Name: Xxxxxx X. Best
Title: Director, Capital Markets
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: CMG
Telephone: 000-000-0000
Facsimile: 000-000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
Name of Revolving Credit Lender:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Lender Notice Address:
0000 Xxxxx Xxxxxxxx Xxxxx
PO Box: 110047
Research Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxxxxx-Xxxxxxx
Email: xxxxxxxx.xxxxxxxxxx-xxxxxxx@xxxxxx-xxxxxx.xxx
Facsimile: 1 866 469 3871
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Farm Credit Bank of Texas:
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Vice President
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
0000 Xxxxx xx xxx Xxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
FCS Commercial Finance Group, for AgCountry Farm Credit Services, FLCA:
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Assistant Vice President
Lender Notice Address:
000 Xxxxxxx 000 X
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
FIRST HAWAIIAN BANK:
By: /s/ Xxxxxxx Xxxxx-Xxxxxx
Name: Xxxxxxx Xxxxx-Xxxxxx
Title: Corporate Banking Officer
Lender Notice Address:
First Hawaiian Bank
000 Xxxxxx Xx., 00xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx-Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender: Fifth Third Bank
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
Fifth Third Bank
00 Xxxxxxxx Xxxxxx Xxxxx XX 000000
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
FIRST MIDWEST BANK
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Senior Vice President
Lender Notice Address:
First Midwest Bank
Attn: Xxxxxxx Xxxxxx
000 X Xxxx Xxx
Xxxxxxxx, XX 00000
Tele: 000-000-0000
Fax 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
GreenStone Farm Credit Services, FLCA:
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Lending Officer
Lender Notice Address:
0000 Xxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
XXXXXXX SACHS BANK USA:
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Authorized Signatory
Lender Notice Address:
Xxxxxxx, Xxxxx & Co.
00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxxx X. XxXxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
HSBC BANK USA, NATIONAL ASSOCIATION:
By: /s/ Xxxxxx X. Xxxxxx #21435
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Lender Notice Address:
000 Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxx Xxxx, XX, 00000
Attn: Xxxxxx Xxxxxx
Telephone: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
HSBC BANK USA, NATIONAL ASSOCIATION:
By: Xxxxxx X. Xxxxxx #21435
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Lender Notice Address:
000 Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxx Xxxx, XX, 00000
Attn: Xxxxxx Xxxxxx
Telephone: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
ING Capital LLC, Lender:
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: MD
For any Initial A Term Lender requiring a second signature block:
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Director
Lender Notice Address:
ING Capital LLC
0000 Xxx xx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
JPMorgan Chase Bank, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Director
For any Revolving Credit Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
JPMorgan Chase Bank, N.A.
00 X Xxxxxxxx Xx X0
Xxxxxxx, XX, 00000
Attn: CIS Chicago Non-Agented Servicing Team
Email: XX-XXXX@XXX.XXXXxxx.xxx
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
JPMorgan Chase Bank, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Director
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
JPMorgan Chase Bank, N.A.
00 X Xxxxxxxx Xx X0
Xxxxxxx. XX 00000
Attn: CLS Chicago Non-Agented Servicing Team
Email: XX-XXXX@XXX.XXXXxxx.xxx
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Land Bank of Taiwan, New York Branch:
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: General Manager
Lender Notice Address:
000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, U.S.A
Attn: Xxxxxx Xxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender:
Mega International Commercial Bank Co., Ltd.,
Chicago Branch
By: /s/ Hung-Xxx Xxxx
Name: Hung-Xxx Xxxx
Title: VP & General Manager
Lender Notice Address:
0 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000,
Xxxxxxx, XX 00000
Attn: Xxxx Xx
Telephone: 000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender: MidFirst Bank
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director
Lender Notice Address:
MidFirst Bank
00 X. Xxxxx Xxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
Name of Revolving Credit Lender:
Mizuho Bank, Ltd.
By: /s/ Xxxxx Xxxxx
Name: Xx. Xxxxx Xxxxx
Title: Managing Director
Lender Notice Address:
Mizuho Band Ltd
0000 Xxxxx Xxx, Xxxxxxxxxx Financial Center
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxxxx (Sophia) Hwang or Xxxx Xxxxxxxxx
Telephone: 000-000-0000 / 9414
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender:
Mizuho Bank, Ltd.
By: /s/ Xxxxx Xxxxx
Name: Xx. Xxxxx Xxxxx
Title: Managing Director
Lender Notice Address:
Mizuho Bank Ltd
0000 Xxxxx Xxx, Xxxxxxxxxx Financial Center
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxxxx (Sophia) Hwang or Xxxx Xxxxxxxxx
Telephone: 000-000-0000 / 9414
Facsimile: 000-000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
XXXXXX XXXXXXX BANK, N.A.:
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
Lender Notice Address:
Xxxxxx Xxxxxxx Loan Servicing
0000 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx Loan Servicing
Telephone: 000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
People’s United Bank, National Association
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Senior Vice President
Lender Notice Address:
Lender Notice Address:
Participations Loan Servicing
People’s United Bank, N.A.
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: PINNACLE FOODS FINANCE LLC
Facsimile: 000-000-0000
Email: XxxxxxxxxxxxxxXxxxxxxxxXxxxxxxx.xxx
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
People’s United Bank, National Asociation:
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Senior Vice President
Lender Notice Address:
Participations Loan Servicing
People’s United Bank, N.A.
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: PINNACLE FOODS FINANCE LLC
Facsimile: 000-000-0000
Email: XxxxxxxxxxxxxxXxxxxxxxx@xxxxxxx.xxx
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
XXXXXXX XXXXX BANK, N.A.:
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
Name of Revolving Credit Lender:
ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Lender Notice Address:
Royal Bank of Canada - Global Loans Admin
Brookfield Place
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Global Loans Admin
Telephone: 000-000-0000
Facsimile: 000-000-0000
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Term Lender: ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Lender Notice Address:
Royal Bank of Canada - Global Loans Admin
Brookfield Place
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Global Loans Admin
Telephone: 000-000-0000
Facsimile: 000-000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
SunTrust Bank:
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
For any Revolving Credit Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
Attn:
Telephone:
Facsimile:
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
SunTrust Bank
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
For any Initial A Term Lender requiring a second signature block:
By:
Name:
Title:
Lender Notice Address:
Attn:
Telephone:
Facsimile:
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Name of Initial A Tenn Lender: TD BANK, N.A.
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Senior Vice President
Lender Notice Address:
TD Bank, N.A.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Telephone: 000.000.0000
Facsimile: 617.737.8057
INITIAL A TERM LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Initial A Term Lender named below hereby consents to the Amendment.
Xxxxx Xxxx Bank, National Association
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Director
Lender Notice Address:
Xxxxx Fargo Bank, National Association
00 Xxxxx 0xx Xx.
Xxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
REVOLVING CREDIT LENDER SIGNATURE PAGE FOR THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
By its execution and delivery of this signature page, the Revolving Credit Lender named below hereby consents to the Amendment.
Xxxxx Fargo Bank, National Association:
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Director
Lender Notice Address:
Xxxxx Fargo Bank, National Association
00 Xxxxx 0xx Xx.
Xxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Schedule I
Initial B Term Loans
Initial B Term Lender | Initial B Term Loans | Percentage of Initial B Term Loans |
Bank of America, N.A. | $1,239,380,000.00 Subject to the provisions of the Cashless Settlement of Existing Term Loans letter dated March 15, 2018, by and among the Borrower, Bank of America, N.A. and the Administrative Agent. | 100% |
TOTAL | $1,239,380,000.00 | 100% |
Revolving Credit Commitments
Revolving Credit Lender | Revolving Credit Commitment | Percentage of Revolving Credit Commitment |
Bank of America, N.A. | $27,500,000.00 | 9.17% |
Barclays Bank PLC | $25,000,000.00 | 8.33% |
Credit Suisse AG, Cayman Islands Branch | $23,250,000.00 | 7.75% |
Xxxxxxx Xxxxx Bank USA | $23,250,000.00 | 7.75% |
Xxxxxx Xxxxxxx Bank, N.A. | $23,250,000.00 | 7.75% |
BMO Xxxxxx Bank N.A. | $18,600,000.00 | 6.20% |
Citibank, N.A. | $18,600,000.00 | 6.20% |
Citizens Bank, N.A. | $18,600,000.00 | 6.20% |
HSBC Bank USA, National Association | $18,600,000.00 | 6.20% |
JPMorgan Chase Bank, N.A. | $18,600,000.00 | 6.20% |
Mizuho Bank, Ltd. | $18,600,000.00 | 6.20% |
Royal Bank of Canada | $18,600,000.00 | 6.20% |
SunTrust Bank | $18,600,000.00 | 6.20% |
Xxxxx Fargo Bank, National Association | $18,600,000.00 | 6.20% |
People’s United Bank, N.A. | $10,350,000.00 | 3.45% |
TOTAL | $300,000,000.00 | 100% |
Initial A Term Loans
Initial A Term Lender | Initial A Term Loans | Percentage of Initial A Term Loans |
Bank of America, N.A. | $62,500,000.00 | 7.81% |
Barclays Bank PLC | $50,000,000.00 | 6.25% |
BMO Xxxxxx Bank N.A. | $41,400,000.00 | 5.18% |
Citibank, N.A. | $41,400,000.00 | 5.18% |
HSBC Bank USA, National Association | $41,400,000.00 | 5.18% |
Mizuho Bank, Ltd. | $41,400,000.00 | 5.18% |
Citizens Bank, N.A. | $41,400,000.00 | 5.18% |
Royal Bank of Canada | $41,400,000.00 | 5.18% |
JPMorgan Chase Bank, N.A. | $41,400,000.00 | 5.18% |
Xxxxx Fargo Bank, National Association | $41,400,000.00 | 5.18% |
SunTrust Bank | $41,400,000.00 | 5.18% |
ING Capital LLC | $30,000,000.00 | 3.75% |
TD Bank, N.A. | $30,000,000.00 | 3.75% |
Compeer Financial, PCA | $27,500,000.00 | 3.44% |
Bank of China, New York Branch | $27,000,000.00 | 3.38% |
People’s United Bank, N.A. | $24,650,000.00 | 3.08% |
Xxxxxxx Xxxxx Bank, N.A. | $22,000,000.00 | 2.75% |
The Bank of East Asia, Ltd., New York Branch | $17,000,000.00 | 2.13% |
CIT Bank, N.A. | $17,000,000.00 | 2.13% |
Agfirst Farm Credit Bank | $15,000,000.00 | 1.88% |
City National Bank | $15,000,000.00 | 1.88% |
CoBank, ACB | $15,000,000.00 | 1.88% |
FCS Commercial Finance Group, for AgCountry Farm Credit Services, FLCA | $12,500,000.00 | 1.56% |
Farm Credit Bank of Texas | $10,000,000.00 | 1.25% |
First Hawaiian Bank | $9,000,000.00 | 1.13% |
First Midwest Bank | $9,000,000.00 | 1.13% |
Land Bank of Taiwan, New York Branch | $8,000,000.00 | 1.00% |
GreenStone Farm Credit Services, FLCA | $7,500,000.00 | 0.94% |
MidFirst Bank | $6,750,000.00 | 0.84% |
Fifth Third Bank | $6,000,000.00 | 0.75% |
Cathay Bank | $4,000,000.00 | 0.50% |
Mega International Commercial Bank Co., Ltd., Chicago Branch | $2,000,000.00 | 0.25% |
TOTAL | 800,000,000 | 100% |
| NY\5751748.2||
Exhibit A
Amended and Restated Credit Agreement
See attached.
