EXHIBIT (a)(2)
FIRST AMENDMENT
To
AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, made
as of the 30th day of September, 1996 (the "First Amendment"), by and between
XXXXXXXX'X FOODS, INC., a Virginia corporation (the "Borrower), and CRESTAR
BANK, a Virginia banking corporation (the "Bank"), provides as follows:
1. Recitals. The Borrower and the Bank are parties to that certain Amended
and Restated Credit Agreement dated as of June 14, 1996 (the "Agreement"). The
parties desire to amend and restate the Agreement as hereinafter set forth.
Capitalized terms used in this Amendment shall have the meanings specified in
the Agreement unless otherwise defined herein. On or about August 27, 1996,
Dutterer's merged with TWB Gourmet Foods, Inc., a Virginia corporation and a
subsidiary ("TWB"). TWB is the surviving corporation of such merger (the
"Merger").
2. Amendments.
(a) Annex I to the Agreement is hereby amended as follows:
(i) The definition of "Dutterer's" is hereby amended to
read, in its entirety, as follows:
"Dutterer's" shall mean Dutterer's of Manchester Corp., a
Maryland corporation and a Subsidiary, and its successors
and assigns (including, without limitation, TWB Gourmet
Foods, Inc., a Virginia corporation and a Subsidiary, as
successor by merger).
(ii) The definition of "Termination Date" is hereby amended
to read, in its entirety, as follows:
"Termination Date" shall mean July 31, 1998, or such
earlier date as the Commitment shall terminate as provided
herein or such later date as may hereafter be agreed to by
the Bank in writing.
(b) Section 7.11 of the Agreement is hereby amended to read, in its
entirety, as follows:
7. 11 Current Ratio. Permit the ratio of current assets to
the sum of (i) current liabilities, plus (ii) the unpaid
balance of the Revolving Credit Note, to be less than
1.25:1.0.
3. Representations and Warranties. The Borrower hereby represents and
warrants as follows:
(a) The representations and warranties of the Borrower and
Dutterer's set forth in the Loan Documents are true and correct on and as of the
date hereof as though made on and as of such date except insofar as such
representations and warranties relate expressly to an earlier date;
(b) After giving effect to the First Amendment, there exists no
Event of Default and no condition, act or event which, with the giving of notice
or lapse of time or both, would constitute an Event of Default.
(c) As a result of the Merger, title to the Maryland Real Property
and the VAFSI Note has been vested in TWB, and TWB has all liabilities of
Dutterer's under the Dutterer's Guaranty, the Maryland Deed of Trust and the
Dutterer's Security Agreement (collectively, the "Dutterer's Security
Documents").
4. Miscellaneous. Except as expressly amended hereby, the Agreement is
hereby ratified and confirmed as in full force and effect.
5. TWB. TWB joins in the First Amendment for the purpose of confirming to
the Bank the representations and warranties set forth in section 3(c) hereof.
TWB hereby covenants that it will perform all obligations of Dutterer's under
the Dutterer's Security Documents, on the terms and subject to the conditions
thereof.
IN WITNESS WHEREOF, the Borrower, TWB and the Bank have caused this First
Amendment to be duly executed and delivered by their respective duly authorized
officers as of the date first above written.
XXXXXXXX'X FOODS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Title: Senior Vice President
TWB GOURMET FOODS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Title: Director & Authorized Agent
CRESTAR BANK
By /s/ Xxxxx X. Xxxx
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Title: Vice President
