Contract
Exhibit 10.1
THIRD AMENDMENT dated as of September 27, 2024 (this “Amendment”), among THE XXXXX XXXXX COMPANY, a Delaware corporation (“Xxxxx Xxxxx”), XXXXX XXXXX FOODS COMPANY, a Pennsylvania limited liability company (the “Parent Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
WHEREAS, reference is made to the Credit Agreement dated as of July 8, 2022 (as amended by that certain First Amendment dated as of July 21, 2023, that certain Second Amendment dated as of June 21, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Xxxxx Xxxxx, the Parent Borrower, the other Borrowers from time to time party thereto, the Lenders from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth therein;
WHEREAS, the Parent Borrower has requested that the Credit Agreement be amended to extend the Revolving Maturity Date to July 8, 2029;
WHEREAS, the Lenders party hereto, the Administrative Agent, each Swingline Lender and each Issuing Bank are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein; and
WHEREAS, Xxxxx Xxxxx and the Parent Borrower appoint each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A., Deutsche Bank Securities Inc., Xxxxxx Xxxxxxx Senior Funding, Inc., Royal Bank of Canada and Xxxxx Fargo Securities, LLC to act as the revolving joint lead arrangers and revolving joint bookrunners for this Amendment and the extension of the Revolving Maturity Date contemplated hereby (in such capacities, the “Amendment Arrangers”).
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement.
SECTION 2. Revolving Maturity Date Extension. Each Revolving Lender (collectively, the “Extending Lenders”), each Swingline Lender and each Issuing Bank agrees that, on and as of the Third Amendment Effective Date (as defined below), the term “Revolving Maturity Date” set forth in Section 1.01 of the Credit Agreement shall be modified to replace “July 8, 2028” in clause (a) of the definition of such term with “July 8, 2029”.
SECTION 3. Representations and Warranties. Each of Xxxxx Xxxxx and the Parent Borrower hereby represents and warrants that:
(a) The execution, delivery and performance of this Amendment are within the corporate or limited liability company powers of Xxxxx Xxxxx or the Parent Borrower, as applicable, and have been duly authorized by all necessary corporate or limited liability company action on the part of Xxxxx Xxxxx or the Parent Borrower, as applicable. This amendment has been duly executed and delivered by Xxxxx Xxxxx and the Parent Borrower and is a legal, valid and binding obligation of Xxxxx Xxxxx and the Parent Borrower, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(b) On and as of the Third Amendment Effective Date, after giving effect to this Amendment, the representations and warranties of Xxxxx Xxxxx and the Parent Borrower contained in Section 4.01 of the Credit Agreement are true and correct in all material respects (in the case of any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” or by similar language, in all respects).
(c) On and as of the Third Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which:
(a) This Amendment shall have been executed by the Administrative Agent, and the Administrative Agent shall have received from Xxxxx Xxxxx, the Parent Borrower, each Extending Lender, each Swingline Lender and each Issuing Bank a counterpart of this Amendment signed on behalf of such Person (which, subject to Section 9.10 of the Credit Agreement, may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page).
(b) The Administrative Agent shall have received a certificate, dated the Third Amendment Effective Date and executed by a Responsible Officer of the Parent Borrower, confirming the accuracy of the representations and warranties set forth in Section 3 hereof.
(c) The Administrative Agent shall have received, for the account of the Extending Lenders, payment in full in cash of all fees due to the Extending Lenders as separately agreed by Xxxxx Xxxxx and the Parent Borrower.
The Administrative Agent shall notify Xxxxx Xxxxx, the Parent Borrower and the Lenders of the Third Amendment Effective Date, and such notice shall be conclusive and binding.
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SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Swingline Lenders, the Issuing Banks or the Lenders under the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Xxxxx Xxxxx or the Parent Borrower to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances.
(b) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import, and each reference to the Credit Agreement in any other Loan Document, in each case, shall refer to the Credit Agreement as amended hereby. For the avoidance of doubt, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
(c) It is agreed that the Amendment Arrangers and their Related Parties shall be entitled to the benefits of Sections 9.04(a) and 9.04(c) of the Credit Agreement with respect to the arrangement of this Amendment, the preparation, execution and delivery of this Amendment and other matters relating to or arising out of this Amendment to the same extent as the Revolving Arrangers and theirs Related Parties are entitled to the benefits of such Sections in respect of the preparation, execution and delivery of the Credit Agreement or other matters relating to or arising out of the Credit Agreement.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINES.
SECTION 7. Incorporation by Reference. The provisions of Sections 9.10, 9.11 and 9.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth in full herein.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
| THE XXXXX XXXXX COMPANY, | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Vice President of Finance and Global Treasurer | ||
| XXXXX XXXXX FOODS COMPANY, | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Vice President of Finance and Global Treasurer | ||
[Third Amendment Xxxxx Xxxxx Credit Agreement]
| JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, an Issuing Bank and a Swingline Lender, | ||
| By: | /s/ Xxxxx Xxxx X’Xxxxxxx | |
| Name: Xxxxx Xxxx X’Xxxxxxx | ||
| Title: Vice President | ||
[Third Amendment Xxxxx Xxxxx Credit Agreement]
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| BANK OF AMERICA, N.A. as Lender, Issuing Bank and Swingline Lender: | ||
| By: | /s/ Xxxx Xxxxxx Xxxx | |
| Name: Xxxx Xxxxxx Xxxx | ||
| Title: Associate | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| BARCLAYS BANK PLC both as a Lender, Issuing Bank and a Swingline Lender | ||
| By: | /s/ Xxxxxxxxxxx X. Xxxxxx | |
| Name: Xxxxxxxxxxx X. Xxxxxx | ||
| Title: Director | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
CITIBANK, N.A. (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Vice President |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| DEUTSCHE BANK AG NEW YORK BRANCH | ||
| By: | /s/ Xxxx X. Xxx | |
| Name: Xxxx X. Xxx | ||
| Title: Director | ||
For any Lender requiring a second signature block:
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| XXXXXX XXXXXXX BANK, N.A. | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Authorized Signatory | ||
| XXXXXX XXXXXXX SENIOR FUNDING, INC. | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Vice President | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| Royal Bank of Canada: | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| Xxxxx Fargo Bank, National Association | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Executive Director | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: Xxxxxx Xxx | ||
| Title: Director |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| BNP Paribas | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Managing Director |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| UBS AG, Stamford Branch, as Lender | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxxxx Xxxx | |
| Name: Xxxxxxxx Xxxx | ||
| Title: Associate Director |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| XXXXXXX XXXXX BANK USA: | ||
| By: | /s/ Xxxxxx XxXxxxx | |
| Name: Xxxxxx XxXxxxx | ||
| Title: Authorized Signatory | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| HSBC Bank USA, National Association as a Lender | ||
| By: | /s/ Xxxxxxxxx Xxxx | |
| Name: Xxxxxxxxx Xxxx | ||
| Title: Senior Vice President #23666 | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| MIZUHO BANK, LTD. | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Managing Director | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| MUFG Bank, LTD. (as a lender) | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| Name of Lender:
Banco Santander, S.A., New York Branch | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Executive Director |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| Sumitomo Mitsui Banking Corporation | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| The Toronto-Dominion Bank, New York Branch | ||
| By: | /s/ Xxxxxxxx Xxxxxxx | |
| Name: Xxxxxxxx Xxxxxxx | ||
| Title: Authorized Signatory | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Vice President | ||
For any Lender requiring a second signature block:
| By: |
| |
| Name: | ||
| Title: |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| Name of Lender:
AgFirst Farm Credit Bank | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Assistant Vice President | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| Coöperatieve Rabobank U.A., New York Branch | ||
| By: | /s/ Xxxxx XxXxxxxxx | |
| Name: Xxxxx XxXxxxxxx | ||
| Title: Executive Director | ||
For any Lender requiring a second signature block:
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Executive Director |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| Banco Bilbao Vizcaya Argentaria, S.A. New York Branch | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Managing Director |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| CoBank, ACB | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: Xxxxx X Xxxxxx | ||
| Title: Assistant Corporate Secretary | ||
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
| Commerzbank AG, New York Branch, as Lender: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: Vice President |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| ING Bank N.V., Dublin Branch | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
For any Lender requiring a second signature block:
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director |
LENDER SIGNATURE PAGE TO
THE THIRD AMENDMENT TO THE CREDIT AGREEMENT OF
THE XXXXX XXXXX COMPANY AND XXXXX XXXXX FOODS COMPANY
Name of Lender (with each Lender that is an Issuing Bank or a Swingline
Lender executing this Amendment in its capacities both as a Lender and as an
Issuing Bank and a Swingline Lender, as applicable):
| INTESA SANPAOLO S.P.A., NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Head of Corporate Debt |
