FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment, dated as of March 28, 2002 (the "First Amendment") to
that certain Credit Agreement, dated as of June 27, 2001 (the "Credit
Agreement") among Pinnacle Foods, Inc. (now known as Pennexx Foods, Inc.), as
the Borrower, and Smithfield Foods, Inc., as the Lender.
The Borrower has requested that the Lender make certain changes to the
Credit Agreement. The Lender has agreed to make those changes to the Credit
Agreement as set forth herein.
NOW THEREFORE, the Borrower and the Lender hereby agree as follows:
A. The Credit Agreement is amended in the following respects:
1. Section 1.1 Defined Terms. is hereby amended by adding the following
new terms:
"PIDA ▇▇▇▇▇ Road Loan" means in connection with the ▇▇▇▇▇ Road
Property, loans from or through the Philadelphia Industrial
Development Corporation and the Pennsylvania Industrial Development
Authority not to exceed $2,750,000.
"Smithfield ▇▇▇▇▇ Road Loans" means in connection with the ▇▇▇▇▇ Road
Property, Loans from the Lender pursuant to the terms of the Credit
Agreement in amounts not to exceed (i) $2,000,000 in connection with
the purchase of the ▇▇▇▇▇ Road Property, (ii) $2,000,000 in connection
with the refurbishing of improvements located on the ▇▇▇▇▇ Road
Property, and (ii) $6,500,000 for the purchase of machinery, equipment
and fixtures to be used and located at the ▇▇▇▇▇ Road Property.
"▇▇▇▇▇ Road Acquisition" means the Borrower's acquisition of the ▇▇▇▇▇
Road Property pursuant to that certain Agreement of Sale, dated
January 28, 2002 among PIDC Financing Corporation, a Pennsylvania
nonprofit corporation; QFAC LLC, a Delaware limited liability company,
and the Borrower.
"▇▇▇▇▇ Road Permitted Financing Transactions" means the Smithfield
▇▇▇▇▇ Road Loans and the PIDA ▇▇▇▇▇ Road Loan.
"▇▇▇▇▇ Road Property" means the real property, improvements, fixtures
and equipment located thereon located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.
Section 1.1 is further amended by deleting clause (c) of the definition of
"Borrowing Base Amount" and replacing it with the following:
(c) The amount of the then outstanding Smithfield ▇▇▇▇▇ Road Loans;
plus
(d) Such other amounts and for such period of time as Lender shall
have allowed pursuant to this Agreement.
2. Section 7.2.2 Indebtedness. is hereby amended by deleting the word "and"
after clause (d), adding the word "and" after clause (e) and adding the
following new text:
(f) Indebtedness pursuant to ▇▇▇▇▇ Road Permitted Financing
Transactions;
3. Section 7.2.3 Liens. is hereby amended by deleting the word "and" after
clause (f), adding the word "and" after clause (g) and adding the following new
text:
(h) Liens granted pursuant to ▇▇▇▇▇ Road Permitted Financing
Transactions.
4. Section 7.2.7 Capital Expenditures, etc. is amended by adding the
following new text to the end of Section 7.2.7:
Notwithstanding the foregoing and provided that no Default or Event of
Default shall have occurred, the Borrower shall be permitted to make
Capital Expenditures in connection with the ▇▇▇▇▇ Road Property in
amounts not to exceed (a) $2,000,000 in connection with the purchase
of the ▇▇▇▇▇ Road Property; (b) $2,000,000 in connection with the
refurbishing of improvements located on the ▇▇▇▇▇ Road Property; and
(c) $6,500,000 for the purchase of machinery, equipment and fixtures
to be used and located at the ▇▇▇▇▇ Road Property, provided that
evidence of such Capital Expenditures shall be provided to the Lender
on a quarterly basis.
5. Article 7 is hereby amended by adding the following new text as Section
7.1.9 at the end thereof:
Section 7.1.9 ▇▇▇▇▇ Road Property Transactions. In connection with the
Smithfield ▇▇▇▇▇ Road Loans, the Borrower agrees to execute and
deliver a mortgage and security agreement in favor of the Lender,
which mortgage and security agreement shall be in form and substance
reasonably satisfactory to the Lender, creating first priority liens
on the ▇▇▇▇▇ Road Property and all fixtures and equipment located at
the ▇▇▇▇▇ Road Property. Upon receipt of the proceeds of the PIDA
▇▇▇▇▇ Road Loan, the Borrower shall apply all such funds to repay the
Lender for Loans hereunder. Upon receipt of such funds, the Lender
agrees to execute a subordination and/or intercreditor agreement in
form and substance satisfactory to the Borrower and the Philadelphia
Industrial Development Corporation and the Pennsylvania Industrial
Development Authority subordinating the Lender's rights and priority
under the Lender's mortgage and security agreement encumbering the
▇▇▇▇▇ Road Property and the fixtures and equipment located at the
▇▇▇▇▇ Road Property and to the rights and priority of the liens of the
lenders making the PIDA ▇▇▇▇▇ Road Loan.
6. Section 4.1 is hereby amended by deleting all text and replacing it with
the following:
Section 4.1 Use of Proceeds. The Borrower shall apply the proceeds of
the Loan to finance Inventory or Receivables, or with the Lender's
prior written consent, machinery and equipment, or to purchase the
▇▇▇▇▇ Road Property, or to refurbish the improvements located on the
▇▇▇▇▇ Road Property, or to purchase machinery, equipment and fixtures
to be used and located at the ▇▇▇▇▇ Road Property, subject, however,
to the limitations set forth in Section 7.2.7.
B. The Borrower represents and warrants that, as of the date hereof, it is not
in default of the terms of the Credit Agreement, as amended hereby, or any
of the other documents executed between the Borrower and the Lender in
connection therewith.
C. This First Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original.
D. This First Amendment and the Credit Agreement, as amended hereby, shall be
deemed to be contracts made under, and for all purposes shall be construed
in accordance with the laws of the Commonwealth of Pennsylvania.
(Signature Page Follows)
IN WITNESS WHEREOF, the parties hereto have executed or caused this
instrument to be executed under seal as of the day and year first
above written.
PENNEXX FOODS, INC.,
a Pennsylvania corporation,
f/k/a Pinnacle Foods, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President
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SMITHFIELD FOODS, INC.,
a Virginia corporation
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President and
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Chief Financial Officer
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