EXHIBIT 4.1
CONFORMED COPY
AMENDMENT No. 5 AND AGREEMENT dated as of January 26,
2001 (this "Amendment"), to the Credit Agreement dated as of
January 23, 1998, as amended by Amendment No. 1 dated as of
August 12, 1998, Amendment No. 2 and Waiver dated as of
November 30, 1998, Amendment No. 3 dated as of June 30,
1999, and Amendment No. 4 dated as of June 29, 2000 (the
"Credit Agreement"), among EAGLE FAMILY FOODS, INC. (the
"Borrower"), EAGLE FAMILY FOODS HOLDINGS, INC. ("Holdings"),
the Lenders (as defined in the Credit Agreement), THE CHASE
MANHATTAN BANK, as administrative agent (in such capacity,
the "Administrative Agent") for the Lenders, as collateral
agent (in such capacity, the "Collateral Agent") for the
Lenders, as swingline lender (in such capacity, the
"Swingline Lender"), and as issuing bank (in such capacity,
the "Issuing Bank"), and XXXXXXX XXXXX CAPITAL CORPORATION,
as documentation agent.
A. Pursuant to the Credit Agreement, the Lenders, the Swingline
Lender and the Issuing Bank have extended credit to the Borrower, and have
agreed to extend credit to the Borrower, in each case pursuant to the terms and
subject to the conditions set forth therein.
B. The Borrower and Holdings have requested that certain provisions
of the Credit Agreement be amended as set forth herein.
C. The Required Lenders are willing so to amend the Credit Agreement
pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.
Accordingly, 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 agree as follows:
SECTION 1. Amendments. (a) The definition of the term "Applicable
-----------
Rate" contained in Section 1.01 of the Credit Agreement is hereby amended by
substituting the following new table for the existing table contained therein:
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Revolving Loan Term Loan
-------------- ---------
Leverage Ratio Eurodollar ABR Eurodollar ABR Commitment
-------------- Spread Spread Spread Spread Fee Rate
------ ------ ------ ------ --------
--------------------------------------------------------------------------------------------------------------------
Category 1
----------
Greater than or equal 3.75% 2.75% 4.00% 3.00% 0.500%
to 6.5 to 10.0
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2
====================================================================================================================
Revolving Loan Term Loan
-------------- ---------
Leverage Ratio Eurodollar ABR Eurodollar ABR Commitment
-------------- Spread Spread Spread Spread Fee Rate
------ ------ ------ ------ --------
--------------------------------------------------------------------------------------------------------------------
Category 2
----------
Greater than 5.0 to 1.0 3.50% 2.50% 3.75% 2.75% 0.500%
but less than 6.5 to 1.0
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Category 3
----------
Less than or equal to 3.25% 2.25% 3.50% 2.50% 0.375%
5.0 to 1.0
====================================================================================================================
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(b) Section 6.12 of the Credit Agreement is hereby amended by
substituting the following new table for the existing table contained therein:
"Period Ratio
------ -----
Effective Date- 6.90 to 1.00
April 3, 1999
April 4, 1999- 11.20 to 1.00
October 2, 1999
October 3, 1999- 8.75 to 1.00
January 1, 2000
January 2, 2000- 8.50 to 1.00
July 1, 2000
July 2, 2000- 9.25 to 1.00
September 30, 2000
October 1, 2000- 9.50 to 1.00
December 30, 2000
December 31, 2000- 9.80 to 1.00
March 31, 2001
April 1, 2001- 7.75 to 1.00
June 30, 2001
July 1, 2001- 6.75 to 1.00
September 29, 2001
September 30, 2001- 6.25 to 1.00
June 29, 2002
Thereafter 5.00 to 1.00".
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(c) Section 6.13 of the Credit Agreement is hereby amended by
substituting the following new table for the existing table contained therein:
"Period Ratio
------ -----
Effective Date- 1.50 to 1.00
April 3, 1999
April 4, 1999- 1.10 to 1.00
October 2, 1999
October 3, 1999- 1.15 to 1.00
September 30, 2000
October 1, 2000- 1.05 to 1.00
March 31, 2001
April 1, 2001- 1.30 to 1.00
June 30, 2001
July 1, 2001- 1.50 to 1.00
September 29, 2001
September 30, 2001- 1.60 to 1.00
March 30, 2002
March 31, 2002- 1.65 to 1.00
June 29, 2002
Thereafter 2.25 to 1.00".
SECTION 2. Amendment Fee. Each Lender that shall execute a
--------------
counterpart hereof and return such counterpart to the Administrative Agent or
its counsel prior to 12:00 noon, New York City time, on January 26, 2001 (the
"Return Date"), shall be entitled, upon the effectiveness of this Amendment as
provided in Section 6 below, to an amendment fee (an "Amendment Fee" and,
collectively, the "Amendment Fees") equal to 1/2 of 1% of the sum of (a) the
outstanding Term Loans of such Lender and (b) the Revolving Commitment (whether
used or unused) of such Lender, in each case, as calculated on the Return Date.
The Amendment Fee payable to a Lender shall be paid to the Administrative Agent
for the account of such Lender, shall be paid in immediately available funds and
once paid, shall not be refundable under any circumstances.
SECTION 3. Reduction in Revolving Commitments. The Borrower hereby
-----------------------------------
permanently reduces, in accordance with Section 2.08 of the Credit Agreement,
effective as of the Amendment Effective Date (as defined below), the Revolving
Commitments by an aggregate amount equal to $10,000,000. The Required Lenders
hereby waive any other notice of such reduction that may be required pursuant to
such Section 2.08.
SECTION 4. Agreement. The Borrower agrees that within 30 days after
---------
the end of each of the first two months of each fiscal quarter, the Borrower
will furnish to the Administrative Agent and each Lender its consolidated
balance sheet and related statements of operations and cash flows showing the
financial condition of the Borrower and its consolidated Subsidiaries as of the
close of such fiscal month and the results of its operations and the operations
of such Subsidiaries during such fiscal month and the then-elapsed portion of
such fiscal year, all certified by one of its Financial Officers as presenting
fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a consolidated
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basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments, together with a statement as to the status of any efforts to
sell any one or more lines of business of the Borrower and its Subsidiaries.
SECTION 5. Representations and Warranties. Each of the Borrower and
-------------------------------
Holdings represents and warrants to each other party hereto that, after giving
effect to this Amendment, (a) the representations and warranties set forth in
Article III of the Credit Agreement are true and correct in all material
respects on and as of the date hereof with the same effect as though made on and
as of the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, and (b) no Default or Event of Default has
occurred and is continuing.
SECTION 6. Conditions to Effectiveness. This Amendment shall become
----------------------------
effective as of the date first written above on the date (the "Amendment
Effective Date") that the Administrative Agent shall have received (a)
counterparts of this Amendment which, when taken together, bear the signatures
of the Borrower, Holdings and the Required Lenders and (b) the Amendment Fees
and reimbursement of all other fees and expenses of the Administrative Agent for
which invoices have been submitted to the Borrower.
SECTION 7. Effect of Amendment. 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
Lenders, the Swingline Lender, the Issuing Bank, the Collateral Agent or the
Administrative Agent under the Credit Agreement or any other Loan Document, 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 or any other Loan Document, 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 the Borrower or Holdings to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein.
SECTION 8. Counterparts. This Amendment may be executed in any number
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of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. Headings. The headings of this Amendment are for purposes
---------
of reference only and shall not limit or otherwise affect the meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
EAGLE FAMILY FOODS, INC.,
by:
/s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Vice President CFO
EAGLE FAMILY FOODS HOLDINGS, INC.,
by:
/s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Vice President CFO
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent, Collateral
Agent, Issuing Bank and Swingline Lender,
by:
/s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
XXXXXXX XXXXX CAPITAL CORPORATION,
individually and as Documentation Agent,
by:
/s/ Xxxxx X.X. Xxxxxx
---------------------------------------
Name: Xxxxx X.X. Xxxxxx
Title: Director
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX, INC.,
by:
/s/ Xxxxx X.X. Xxxxxx
---------------------------------------
Name: Xxxxx X.X. Xxxxxx
Title: Director
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MASS MUTUAL HIGH YIELD PARTNERS II,
by:
/s/ Xxxx X. Law
---------------
Name: Xxxx X. Law
Title: Managing Director
C.M. LIFE INSURANCE COMPANY,
by:
/s/ Xxxx X. Law
---------------
Name: Xxxx X. Law
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY,
by:
/s/ Xxxx X. Law
---------------
Name: Xxxx X. Law
Title: Managing Director
KZH SOLEIL LLC,
by:
/s/ Xxxxx Xxx
-------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH PAMCO,
by:
/s/ Xxxxx Xxx
----------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH WATERSIDE LLC,
by:
/s/ Xxxxx Xxx
-------------
Name: Xxxxx Xxx
Title: Authorized Agent
FIRST UNION SECURITIES INC.,
by:
/s/ Xxxxx X.X. Xxxxxxxx
-----------------------
Name: Xxxxx X.X. Xxxxxxxx
Title: Vice President
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BANK OF HAWAII,
by:
/s/ Xxxxxxxx Xxxxxxxx
---------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO, by Boston Management and
Research as Investment Advisor,
by:
/s/ Xxxxx X. Page
-----------------
Name: Xxxxx X. Page
Title: Vice President
THE FUJI BANK, LIMITED,
by:
/s/ Xxxx X. Xxxxx
-----------------
Name: Xxxx X. Xxxxx
Title: Vice President & Manager
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
by:
/s/ Xxxxx Xxxxxxxxxxx
---------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
MONUMENT CAPITAL LTD., as Assignee,
by: ALLIANCE CAPITAL MANAGEMENT L.P., as
Investment Manager
by: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, as General Partner,
by:
/s/ Xxxx Xxxxxxxxxxx
--------------------
Name: Xxxx Xxxxxxxxxxx
Title: Senior Vice President
9
ALLIANCE CAPITAL MANAGEMENT L.P., as Manager
on behalf of ALLIANCE CAPITAL FUNDING, L.L.C., as
Assignee
by: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of Alliance Capital
Management L.P.,
by:
/s/ Xxxx Xxxxxxxxxxx
----------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Senior Vice President
SUMMIT BANK,
by:
/s/ Xxxxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST,
by: XXX XXXXXX INVESTMENT ADVISORY CORP.,
by:
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
XXX XXXXXX CLO I, LIMITED,
by: XXX XXXXXX MANAGEMENT INC., as Collateral Manager,
by:
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
XXX XXXXXX PRIME RATE INCOME TRUST,
by: VAM KAMPEN INVESTMENT ADVISORY CORP.,
by:
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
00
XXX XXXX XX XXXX XXXXXX,
by:
/s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx x. Xxxxx
Title: Managing Director
A.G. CAPITAL FUNDING PARTNERS, L.P.,
by: XXXXXX, XXXXXX & CO., L.P., as Investment
Advisor,
by:
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NORTHWOODS CAPITAL LIMITED,
by: XXXXXX, XXXXXX & CO., L.P., as Collateral
Manager,
by:
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NORTHWOODS CAPITAL II, LIMITED,
by: XXXXXX, XXXXXX & CO., L.P., as Collateral
Manager,
by:
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
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CREDIT AGRICOLE INDOSUEZ,
by:
/s/ Xxx Xxx Xxxxxxx
-------------------------------
Name: Xxx Xxx Xxxxxxx
Title: Vice President
by:
/s/ Xxxxxxx Manui
-------------------------------
Name: Xxxxxxx Manui
Title: First Vice President
NUVEEN SENIOR INCOME FUND,
by: NUVEEN SENIOR LOAN ASSET MANAGEMENT
INC.,
by:
/s/ Xxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
SOCIETE GENERALE,
by:
/s/ Xxxxxxx X. Xxx
-------------------------------
Name: Xxxxxxx X. Xxx
Title: Managing Director
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME
TRUST,
by:
/s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.,
by: INDOSUEZ CAPITAL, as Portfolio Advisor,
by:
/s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED,
by: INDOSUEZ CAPITAL, as Portfolio Advisor,
by:
/s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
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PAMCO CAYMAN LTD.,
by: HIGHLAND CAPITAL MANAGEMENT, L.P., as
Collateral Manager,
by:
/s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: CFA, CPA President
