AMENDMENT TO TERM LOAN AGREEMENT
AMENDMENT, dated as of May __, 2000 (this "Amendment"), to the Term
Loan Agreement, dated as of March 15, 1999 (such Term Loan Agreement, as
amended, supplemented or otherwise modified from time to time, the "Term Loan
Agreement"), among B&G FOODS HOLDINGS CORP., a Delaware corporation
("Holdings"), B&G FOODS, INC., a Delaware corporation (the "Borrower"), the
several banks and other financial institutions or entities from time to time
parties to the Term Loan Agreement (the "Lenders"), XXXXXX BROTHERS INC., as
advisor, lead arranger and book manager (in such capacity, the "Arranger"), THE
BANK OF NEW YORK, as documentation agent (in such capacity, the "Documentation
Agent"), XXXXXX FINANCIAL, INC., as co-documentation agent (in such capacity,
the "Co-Documentation Agent"), XXXXXX COMMERCIAL PAPER INC., as syndication
agent (in such capacity, the "Syndication Agent"), and XXXXXX COMMERCIAL PAPER
INC., as administrative agent (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, Holdings and the Borrower have requested that the Lenders
amend, and the Required Lenders have agreed to amend, certain of the provisions
of the Term Loan Agreement, upon the terms and subject to the conditions set
forth below;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, Holdings, the Borrower, the Lenders and the Administrative
Agent hereby agree as follows:
1. Definitions. All terms defined in the Term Loan Agreement shall have
such defined meanings when used herein unless otherwise defined herein.
2. Amendment to Annex A (Pricing Grid). Annex A is hereby amended by
deleting it in its entirety and inserting in its place Annex A attached hereto.
3. Amendment of Section 1.1 (Defined Terms).
(a) Section 1.1 of the Term Loan Agreement is hereby amended by
deleting the definitions of "Applicable Margin" and "Consolidated Fixed Charge
Coverage Ratio" in their entirety and inserting, in proper alphabetical order,
the following defined terms and related definitions:
"`Applicable Margin': for each Type of Loan under each Facility, the
percentages per annum determined in accordance with the Pricing Grid.
'Consolidated Fixed Charge Coverage Ratio': for any period, the ratio
of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such
period minus the aggregate amount actually paid by the Borrower and its
Subsidiaries in cash during such period on account of Capital Expenditures
plus the aggregate amount of Equity Proceeds received by Holdings, and
contributed by Holdings in cash to the capital of the Borrower, during such
period for use for the Borrower's general working capital purposes in the
ordinary course of business to (b) Consolidated Fixed Charges for such
period.
`Equity Proceeds': cash proceeds received by Holdings from the issuance
and sale to Permitted Investors of common stock of Holdings, or preferred
stock of Holdings which is not mandatorily redeemable, and on which no cash
dividends are payable, in each case prior to the date which is one year
after the final maturity date of the Term Loans; provided, that any such
proceeds received in connection with any Permitted Acquisition or used to
finance, in whole or in part, any Permitted Acquisition shall not constitute
`Equity Proceeds'."
(b) Section 1.1 of the Term Loan Agreement is hereby further amended by
deleting paragraph (b) of the definition of "Permitted Acquisition" in its
entirety and inserting in its place the following:
"(b) (i) the Borrower shall be in compliance with the financial
covenants set forth in Section 6.1, after giving pro forma effect to
such acquisition as if it had occurred on the first day of the
respective periods measured by such covenants, and (ii) if such
acquisition occurs prior to the end of FQ1 2003, then, unless such
acquisition is funded wholly with the proceeds of common stock of
Holdings issued to Permitted Investors, the Consolidated Leverage Ratio
and the Consolidated Senior Leverage Ratio as of the last day of the
fiscal quarter most recently ended on or prior to the date of such
acquisition shall be less than or equal to the amounts applicable to
such fiscal quarter pursuant to the chart set forth below, in each case
after giving pro forma effect to such acquisition as if it had occurred
on the first day of the period of four consecutive fiscal quarters
ended with the fiscal quarter most recently ended on or prior to the
date of such acquisition:
Consolidated Consolidated
Fiscal Quarter Leverage Ratio Senior Leverage Ratio
-------------- -------------- ---------------------
FQ2 2000 6.00 3.75
FQ3 2000 6.00 3.75
FQ4 2000 5.75 3.50
FQ1 2001 5.75 3.50
FQ2 2001 5.50 3.50
FQ3 2001 5.50 3.25
FQ4 2001 5.50 3.25
FQ1 2002 5.50 3.25
FQ2 2002 5.50 3.25
2
FQ3 2002 5.50 3.25
FQ4 2002 5.50 3.25"
(c) Section 1.1 of the Term Loan Agreement is hereby further amended by
deleting paragraph (d) of the definition of "Permitted Acquisition" in its
entirety and inserting in its place the following:
"(d) the aggregate consideration for such acquisition shall not
exceed (i) $20,000,000 if such acquisition is consummated in FY 2000,
(ii) $30,000,000 if such acquisition is consummated in FY 2001, and
(iii) $40,000,000 if such acquisition is consummated thereafter;
provided, that the foregoing restrictions in this paragraph (d) shall
not be applicable to any acquisition if the Consolidated Leverage Ratio
would be less than or equal to 5.5 to 1.0 after giving pro forma effect
to such acquisition as if it had occurred on the first day of the
period measured by the Consolidated Leverage Ratio;"
4. Amendment of Section 2.7 (Mandatory Prepayments and Commitment
Reductions). Section 2.7 of the Term Loan Agreement is amended by inserting the
following after the period in paragraph (b):
"Notwithstanding the foregoing, with respect to any Asset Sale consummated
before the last day of FQ1 2003, the Borrower shall not be permitted to
submit a Reinvestment Notice in respect thereof but, instead, shall be
required to apply the Net Cash Proceeds thereof immediately upon receipt
thereof, first, toward prepayment of the Term Loans, second, after
prepayment in full of the Term Loans, toward reduction of the Revolving
Credit Commitments unless, after giving pro forma effect to such Asset Sale
(but not to the use of the proceeds thereof) as if such Asset Sale had
occurred on the first day of the period of four consecutive fiscal quarters
most recently ended on or prior to the date of such Asset Sale, the
Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio as of
the last day of the fiscal quarter most recently ended on or prior to the
date of such Asset Sale shall be less than or equal to the amounts
applicable to such fiscal quarter pursuant to the chart set forth in
paragraph (b) of the definition of "Permitted Acquisition" in Section 1.1."
5. Amendment of Section 6.1 (Financial Condition Covenants). Section
6.1 of the Term Loan Agreement is amended by deleting paragraphs (a), (b) and
(c) of such Section in their entirety and inserting in their place the
following:
"6.1 Financial Condition Covenants.
(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio
as at the last day of any period of four consecutive fiscal quarters of the
Borrower ending with any fiscal quarter set forth below to exceed the ratio set
forth below opposite such fiscal quarter:
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Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
FQ1 2000 6.60
FQ2 2000 6.60
FQ3 2000 6.50
FQ4 2000 6.50
FQ1 2001 6.50
FQ2 2001 6.25
FQ3 2001 6.25
FQ4 2001 6.00
FQ1 2002 6.00
FQ2 2002 5.75
FQ3 2002 5.75
FQ4 2002 5.50
FQ1 2003 5.50
FQ2 2003 5.25
FQ3 2003 5.25
FQ4 2003 5.00
FQ1 2004 5.00
FQ2 2004 4.75
FQ3 2004 4.75
FQ4 2004 4.50
FQ1 2005 4.50
FQ2 2005 4.25
FQ3 2005 4.25
FQ4 2005 4.00
(b) Consolidated Senior Leverage Ratio. Permit the Consolidated Senior
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to
exceed the ratio set forth below opposite such fiscal quarter:
Consolidated Senior
Fiscal Quarter Leverage Ratio
-------------- -------------------
FQ1 2000 4.25
FQ2 2000 4.25
FQ3 2000 4.25
FQ4 2000 4.25
FQ1 2001 4.25
FQ2 2001 4.00
FQ3 2001 4.00
FQ4 2001 3.75
FQ1 2002 3.75
FQ2 2002 3.50
4
FQ3 2002 3.50
FQ4 2002 3.25
FQ1 2003 3.25
FQ2 2003 3.00
FQ3 2003 3.00
FQ4 2003 3.00
FQ1 2004 3.00
FQ2 2004 2.75
FQ3 2004 2.50
FQ4 2004 2.50
FQ1 2005 2.50
FQ2 2005 2.50
FQ3 2005 2.50
FQ4 2005 2.50 (c)
Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio for any period of four consecutive fiscal quarters of the
Borrower ending with any fiscal quarter set forth below to be less than the
ratio set forth below opposite such fiscal quarter:
Consolidated Interest
Fiscal Quarter Coverage Ratio
--------------- -----------------------
FQ1 2000 1.50
FQ2 2000 1.50
FQ3 2000 1.50
FQ4 2000 1.50
FQ1 2001 1.50
FQ2 2001 1.50
FQ3 2001 1.50
FQ4 2001 1.50
FQ1 2002 1.50
FQ2 2002 1.75
FQ3 2002 1.75
FQ4 2002 1.75
FQ1 2003 1.75
FQ2 2003 1.75
FQ3 2003 2.00
FQ4 2003 2.00
FQ1 2004 2.00
FQ2 2004 2.00
FQ3 2004 2.25
FQ4 2004 2.25
FQ1 2005 2.25
FQ2 2005 2.25
FQ3 2005 2.50
FQ4 2005 2.50"
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6. Representations; No Default. On and as of the date hereof, and after
giving effect to this Amendment, (i) each of Holdings and the Borrower certifies
that no Default or Event of Default has occurred or is continuing, and (ii) each
of Holdings and the Borrower confirms, reaffirms and restates that the
representations and warranties set forth in Section 3 of the Term Loan Agreement
and in the other Loan Documents are true and correct in all material respects,
provided that the references to the Term Loan Agreement therein shall be deemed
to be references to this Amendment and to the Term Loan Agreement as amended by
this Amendment.
7. Conditions to Effectiveness. This Amendment shall become effective
on and as of the date that:
(a) the Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by a duly authorized officer of each of
Holdings and the Borrower;
(b) the Administrative Agent shall have received executed Lender
Consent Letters, substantially in the form of Exhibit A hereto ("Lender Consent
Letters"), from Lenders whose consent is required pursuant to Section 9.1 of the
Term Loan Agreement;
(c) the Administrative Agent shall have received an executed
Acknowledgment and Consent, in the form set forth at the end of this Amendment,
from each Loan Party other than the Borrower;
(d) the Administrative Agent shall have received an executed
certificate of an officer of each of Holdings and the Borrower in form
satisfactory to the Administrative Agent as to the accuracy of the
representations and warranties set forth in Section 3 of the Term Loan Agreement
and in the other Loan Documents, the absence of any Default or Event of Default
after giving effect to this Amendment, and as to such other customary matters as
the Administrative Agent may reasonably request;
(e) the Administrative Agent shall have received for the account of
each Lender executing and delivering this Amendment by May 12, 2000 a fee of 3/8
of 1% of the aggregate principal amount Tranche A Term Loans and Tranche B Term
Loans held by such Lender under the Term Loan Agreement; and
(f) the Administrative Agent shall be satisfied that amendments to the
Revolving Credit Agreement consistent with the amendments effected hereby have
become effective.
8. Limited Consent and Amendment. Except as expressly amended herein,
the Term Loan Agreement shall continue to be, and shall remain, in full force
and effect. This Amendment shall not be deemed to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Term Loan
Agreement or any other Loan Document or to prejudice any other right or rights
which the Lenders may now have or may have in the future under or in connection
with the Term Loan Agreement or any of the instruments or agreements referred to
therein, as the same may be amended from time to time.
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9. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
B&G FOODS HOLDINGS CORP.
By:
------------------------
Name:
Title:
B&G FOODS, INC.
By:
------------------------
Name:
Title:
XXXXXX BROTHERS INC.,
as Arranger
By:
------------------------
Name:
Title:
XXXXXX COMMERCIAL PAPER INC.,
as Syndication Agent, and as
Administrative Agent
By:
------------------------
Name:
Title:
THE BANK OF NEW YORK, as
Documentation Agent
By:
------------------------
Name:
Title:
8
XXXXXX FINANCIAL, INC., as
Co-Documentation Agent
By:
------------------------
Name:
Title:
9
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned parties to the Guarantee and Collateral
Agreement, dated as of March 15, 1999 and as amended, supplemented or otherwise
modified from time to time, made by the undersigned in favor of Xxxxxx
Commercial Paper Inc., as Administrative Agent, for the benefit of the Lenders,
hereby (a) consents to the transactions contemplated by the foregoing Amendment
to the Term Loan Agreement and (b) acknowledges and agrees that the guarantees
and grants of security interests contained in the Guarantee and Collateral
Agreement and in the other Security Documents are, and shall remain, in full
force and effect after giving effect to such Amendment and all prior
modifications to the Term Loan Agreement.
[INSERT SIGNATURE LINES FOR ALL LOAN
PARTIES OTHER THAN THE BORROWER]
By:
-------------------------------------
Title:
Annex A
PRICING GRID FOR TERM LOANS
Applicable Margin Applicable Margin Applicable Margin Applicable Margin
Consolidated for Tranche A for Tranche A for Tranche B for Tranche B Base
Leverage Ratio Eurodollar Loans Base Rate Loans Eurodollar Loans Rate Loans
Greater than or
equal to 6.00 to 1.00 3.50 2.50 4.00 3.00
Less than 6.00 to 1.00,
but greater than or
equal to 5.50 to 1.00 3.50 2.50 3.75 2.75
Less than 5.50 to 1.00,
but greater than or
equal to 4.75 to 1.00 3.25 2.25 3.50 2.50
Less than 4.75 to
1.00, but greater than or
equal to 4.25 to 1.00 3.00 2.00 3.50 2.50
Less than 4.25 to 1.00,
but greater than or equal to
3.75 to 1.00 2.75 1.75 3.50 2.50
Less than 3.75 to 1.00,
but greater than 3.25 to 1.00 2.50 1.50 3.50 2.50
Less than
or equal to 3.25 to 1.00 2.25 1.25 3.50 2.50
Changes in the Applicable Margin resulting from changes in the Consolidated
Leverage Ratio shall become effective on the date (the "Adjustment Date") on
which financial statements are delivered to the Lenders pursuant to Section 6.1
(but in any event not later than the 45th day after the end of each of the first
three quarterly periods of each fiscal year or the 90th day after the end of
each fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph. If any financial statements
referred to above are not delivered within the time periods specified above,
then, until such financial statements are delivered, the Consolidated Leverage
Ratio as at the end of the fiscal period that would have been covered thereby
shall for the purposes of this Pricing Grid be deemed to be greater than 6.00 to
1. In addition, at all times while an Event of Default shall have occurred and
be continuing, the Consolidated Leverage Ratio shall for the purposes of this
Pricing Grid be deemed to be greater than 6.00 to 1. Each determination of the
Consolidated Leverage Ratio pursuant to this Pricing Grid shall be made with
respect to the period of four consecutive fiscal quarters of the Borrower ending
at the end of the period covered by the relevant financial statements.
EXHIBIT A
LENDER CONSENT LETTER
B & G FOODS, INC.
TERM LOAN AGREEMENT
DATED AS OF MARCH 15, 1999
To: Xxxxxx Commercial Paper Inc.,
as Administrative Agent
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Term Loan Agreement, dated as of March 15,
1999 (the "Term Loan Agreement"), among B & G Foods Holdings Corp., a Delaware
corporation ("Holdings"), B & G Foods, Inc., a Delaware corporation (the
"Borrower"), the Lenders parties thereto, Xxxxxx Commercial Paper Inc., as
Administrative Agent, and others. Unless otherwise defined herein, capitalized
terms used herein and defined in the Term Loan Agreement are used herein as
therein defined.
The Borrower has requested that the Lenders consent to amend the Term
Loan Agreement on the terms described in the Amendment to which a form of this
Lender Consent Letter is attached as Exhibit A (the "Amendment").
Pursuant to Section 9.1 of the Term Loan Agreement, the undersigned
Lender hereby consents to the execution by the Administrative Agent of the
Amendment.
Very truly yours,
-----------------------------------
(NAME OF LENDER)
By:________________________________
Name:
Title:
Dated as of May __, 2000
