SECOND AMENDMENT, dated as of March 27, 1997 (this "Second
Amendment"), among: i) VDK HOLDINGS, INC., a Delaware corporation ("Holdings");
ii) VAN XX XXXX'X, INC., a Delaware corporation (the "Borrower"); iii) the
several lenders and other financial institutions listed on the signature pages
of this Second Amendment (individually, a "Lender", and collectively, the
"Lenders") and iv) THE CHASE MANHATTAN BANK, a New York banking corporation (as
successor to The Chase Manhattan Bank, N.A.), as Agent, amending the Second
Amended and Restated Credit and Guarantee Agreement, dated as of July 9, 1996
(as amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among the Borrower, Holdings, the Lenders and the Agent.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower has requested the Lenders to agree to amend the
Credit Agreement to adjust the capital expenditures covenant of the Borrower as
set forth in this Second Amendment;
WHEREAS, the Lenders are willing to agree to the amendments requested
by the Borrower;
NOW THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. Defined Terms. Unless otherwise defined herein and except as set
forth in this Second Amendment, terms defined in the Credit Agreement are used
herein as therein defined.
2. Amendment to Subsection 8.8. Subsection 8.8 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
inserting in lieu thereof the following new subsection 8.8:
"8.8 Limitation on Capital Expenditures. Make or commit to make
Capital Expenditures in excess of $5,000,000 in the aggregate for the
Borrower and its Subsidiaries during any fiscal year of the Borrower;
provided, that (i) Capital Expenditures with respect to the 1997 fiscal
year shall not include expenditures up to an aggregate amount equal to
$7,800,000 made in connection with the relocation of the Mrs. Paul's
Business from the Xxxxxxxx Soup-owned facility in Omaha, Nebraska to the
Borrower's Erie, Pennsylvania facility or the Borrower's Chambersburg,
Pennsylvania facility, (ii) Capital Expenditures with respect to the 1997
and 1998 fiscal years shall not include expenditures up to an aggregate
amount equal to $2,500,000 made in connection with the Jackson, Tennessee
pizza sheeting line and the Aunt Jemima packaging automation line, (iii)
Capital Expenditures with respect to the 1997 fiscal year shall not include
expenditures up to an aggregate amount equal to $900,000 made in connection
with the projects described on Schedule 8.8, (iv) Capital Expenditures not
in excess of $1,500,000 permitted to be made during any fiscal year (and
not carried over from a prior fiscal year) and not made during such fiscal
year may be carried over and expended during the next succeeding fiscal
year and (v) Capital Expenditures made during any fiscal year shall be
first deemed made in respect of amounts carried over from the prior fiscal
year and then deemed made in respects of amounts permitted for such fiscal
year."
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3. New Schedule 8.8. The Credit Agreement is hereby amended by
inserting Schedule 8.8 attached hereto as Schedule 8.8 to the Credit Agreement.
4. Miscellaneous.
(a) Effectiveness. The amendments provided for herein shall become
effective as of March 27, 1997 (the "Effective Date") upon the receipt by the
Administrative Agent of counterparts of this Second Amendment, duly executed and
delivered by the Borrower, Holdings and the Required Lenders.
(b) Representations and Warranties. After giving effect to the
amendments contained herein, on the Effective Date, the Borrower hereby
confirms, reaffirms and restates the representations and warranties set forth in
Section 5 of the Credit Agreement; provided that each reference in such Section
5 to "this Agreement" shall be deemed to be a reference both to this Second
Amendment and to the Credit Agreement as amended by this Second Amendment.
(c) Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect. The amendments
contained herein shall not constitute an amendment or waiver of any other
provision of the Credit Agreement or for any purpose except as expressly set
forth herein.
(d) No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date.
(e) Counterparts. This Second Amendment may be executed in any
number of counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.
(f) GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
VDK HOLDINGS, INC.
By:
----------------------------------
Title:
VAN XX XXXX'X, INC.
By:
----------------------------------
Title:
THE CHASE MANHATTAN BANK, as Agent and
as a Lender
By:
----------------------------------
Title:
4
BANQUE PARIBAS
By:
-------------------------------------------
Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
-------------------------------------------
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
By:
-------------------------------------------
Title:
By:
-------------------------------------------
Title:
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES
By:
-------------------------------------------
Title:
By:
-------------------------------------------
Title:
FLEET NATIONAL BANK (successor in interest to
Fleet Bank of Massachusetts, N.A.)
By:
-------------------------------------------
Title:
XXXXXX TRUST AND SAVINGS BANK
By:
-------------------------------------------
Title:
5
THE FIRST NATIONAL BANK OF BOSTON
By:
----------------------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By:
----------------------------------
Title:
PRIME INCOME TRUST
By:
----------------------------------
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME
TRUST
By:
----------------------------------
Title:
RESTRUCTURED OBLIGATIONS BACKED BY SENIOR ASSETS,
B.V.
By: its Managing Director, ABN TRUSTCOMPANY
(NEDERLAND) B.V.
By:
----------------------------------
Title:
By:
----------------------------------
Title:
STRATA FUNDING LTD.
By:
----------------------------------
Title:
6
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: XXXXXXX XXXXX ASSET MANAGEMENT L.P., as
Investment Adviser
By:
----------------------------------
Title:
BANQUE NATIONALE DE PARIS
By:
----------------------------------
Title:
By:
----------------------------------
Title:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By:
----------------------------------
Title:
FIRST BANK NATIONAL ASSOCIATION
By:
----------------------------------
Title:
MARINE MIDLAND BANK
By:
----------------------------------
Title:
NEW YORK LIFE INSURANCE COMPANY
By:
----------------------------------
Title:
7
PILGRIM AMERICA PRIME RATE TRUST
By:
----------------------------------
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
----------------------------------
Title:
FEDERAL STREET PARTNERS
By:
----------------------------------
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND RESEARCH, as Investment
Advisor
By:
----------------------------------
Title:
SCHEDULE 8.8
Additional Projects for Fiscal Year 1997
----------------------------------------
Amount
--------
Grilled Fillet equipment $200,000
Block Splitter $100,000
Adjustment to Package Sizing $300,000
Sanitation Projects $100,000
Adjustment to Package Sizing $100,000
Installation of Tray Line $100,000
--------
$900,000
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