EXHIBIT 4.14
SECOND AMENDMENT TO AMENDED AND RESTATED
SENIOR SUBORDINATED NOTE AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED NOTE
AGREEMENT (this "AMENDMENT") is dated as of June 19, 1998 and entered into by
and among Favorite Brands International, Inc., a Delaware corporation
("COMPANY"), the Subsidiaries of the Company listed on the signature pages
hereof ("GUARANTORS") and the lenders listed on the signature pages hereof
("LENDERS") and is made with reference to that certain Amended and Restated
Senior Subordinated Note Agreement dated as of September 12, 1997 (the "1997
AGREEMENT"), as amended by the First Amendment to the Amended and Restated
Senior Subordinated Note Agreement dated as of March 20, 1998 (the "FIRST
AMENDMENT" and together with the 1997 Agreement, the "NOTE AGREEMENT"), by and
among the Company, Guarantors and Lenders. Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the Note
Agreement.
RECITALS
WHEREAS, the Company and the Lenders desire to amend the Note
Agreement as set forth below;
NOW THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO THE NOTE AGREEMENT
The Note Agreement is amended as follows:
A. PERMITTED INDEBTEDNESS. Clause (ii) of the definition of
Permitted Indebtedness contained in Schedule B of the Note Agreement is hereby
amended (A) by deleting the reference to $535,000,000 and replacing such figure
with $450,000,000 and (B) by inserting the words "after May 19, 1998" after the
word "Company" in subclause (1) thereof.
B. SECTION 7.1 FINANCIAL AND BUSINESS INFORMATION.
(i) Paragraph (a) of Section 7.1 is hereby amended (A) to delete the
reference to "Holdings" each time that it appears therein and to replace each
such reference with "Company" and (B) to delete clause (ii) in its entirety and
to replace "and" at the end of clause (i) with a period.
(ii) Paragraph (b) of Section 7.1 is hereby amended (A) to delete the
reference to "Holdings" each time that it appears therein and to replace each
such reference with "Company" and (B) to delete the words "and consolidating"
each time that they appear therein.
C. SECTION 9.2 LIMITATION ON RESTRICTED PAYMENTS. The first
sentence of the second paragraph of Section 9.2 is hereby amended by deleting
clause (7) in its entirety and replacing; "and" at the end of clause (6) with a
period. The second sentence of the second paragraph of Section 9.2 is amended by
replacing clause (b) thereof with the words "(b) amounts expended pursuant to
clauses (4), (5) and (6) shall be excluded from such calculation."
SECTION 2. REPRESENTATION AND WARRANTIES
Company represents and warrants to each Lender that:
A. POWER. Company and each Guarantor has the power and authority to
execute and deliver this Amendment and to perform its Obligations under the Note
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION; NO CONTRAVENTION. The execution and delivery by
Company and Guarantors of this Amendment and the performance by Company and
Guarantors of the Amended Agreement have been duly authorized by all necessary
corporate action, and do not and will not:
(i) contravene the terms of any of such Person's Organizational
Documents;
(ii) conflict with or result in any breach or contravention of, or
the creation of any Lien under, any document evidencing any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or
(iii) violate any Requirement of Law.
C. GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the execution
or delivery by Company or Guarantors of this Amendment or the performance by, or
enforcement against, Company of the Amended Agreement.
D. BINDING EFFECT. This Amendment and the Amended Agreement
constitute the legal, valid and binding obligations of Company and each
Guarantor, enforceable against such person in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally or by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).
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SECTION 3. THE INDENTURE
Until such time as an Exchange Offer is effected by the Company and the
Indenture becomes effective, each amendment heretofore, herein and hereafter
made to the Note Agreement shall be deemed made to the corresponding provision
of the form of Indenture in Exhibit V regardless of whether any such amendment
to the Note Agreement referenced or references Exhibit V.
SECTION 4. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE NOTE AGREEMENT.
(i) On and after the date hereof, each reference in the Note
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import referring to the Note Agreement shall mean and be a reference to the
Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Note
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of any Lender under,
the Note Agreement.
B. GOVERNING LAW. This Amendment shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
state that would require the application of the laws of a jurisdiction other
than such state.
C. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto. This Amendment shall become effective as of June 19,
1998 upon the execution of a counterpart hereof by Company, Guarantors and
Required Lenders and receipt by Company of written notification of such
execution.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY: FAVORITE BRANDS INTERNATIONAL, INC.
By: /s/ [SIGNATURE ILLEGIBLE ]
-----------------------------------------
Title: Vice President
--------------------------------------
GUARANTORS: XXXXXX TRUCKING CORPORATION
By: /s/ [SIGNATURE ILLEGIBLE ]
-----------------------------------------
Title: Vice President
--------------------------------------
TROLLI INC.
By: /s/ [SIGNATURE ILLEGIBLE]
-----------------------------------------
Title: Vice President
--------------------------------------
LENDERS: NEW YORK LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: MANAGING DIRECTOR
--------------------------------------
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: MANAGING DIRECTOR
--------------------------------------
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OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
Its General Partner
By: Oak Hill Securities M??, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name XXXXX X. XXXXX
Title Vice President
AMERICAN GENERAL LIFE AND ACCIDENT
INSURANCE COMPANY
THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY
THE FRANKLIN LIFE INSURANCE COMPANY
By:_______________________________________
Title:____________________________________
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By: /s/ [SIGNATURE ILLEGIBLE]
---------------------------------------
Title: Attorney-in-Fact
------------------------------------
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By:_______________________________________
Title:____________________________________
GREAT AMERICAN INSURANCE COMPANY
By: /s/ [SIGNATURE ILLEGIBLE]
---------------------------------------
Title: Asst. Vice President
------------------------------------
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GREAT AMERICAN LIFE INSURANCE
COMPANY
By: /s/ SIGNATURE ILLEGIBLE
--------------------------------
Title: Senior Vice President
-------------------------------
SENIOR HIGH INCOME PORTFOLIO, INC.
/s/ [SIGNATURE ILLEGIBLE]
By:--------------------------------
Title: Authorized Signatory
----------------------------
DEBT STRATEGIES FUND, INC.
/s/ [SIGNATURE ILLEGIBLE]
By:--------------------------------
Authorized Signatory
Title:-----------------------------
METROPOLITAN LIFE INSURANCE
COMPANY
By:--------------------------------
Title:-----------------------------
OCTAGON BOND TRUST
By:--------------------------------
Title:-----------------------------
ORIX USA CORPORATION
/s/ Xxxxxxx X. Xxxxxx
By:--------------------------------
Senior Vice President
Title:-----------------------------
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PAMCO CAYMAN LTD.
By: Protective Asset Management Company
as Collateral Manager
By:[SIGNATURE ILLEGIBLE]
--------------------------------------------------------
PARIRAS CAPITAL FUNDING LLC
By:--------------------------------------------------------
Title:-----------------------------------------------------
TCW LEVERAGED INCOME TRUST,L.P.
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------------------
Title: Xxxx X. Xxxxxxxxx (Group Managing Director)
----------------------------------------------------
By: Xxxx X.Xxxxxxx
-------------------------------------------------------
Managing Director
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: Xxxxxxx X. Xxxxxx
-------------------------------------------------------
Title: Its authorized representative
----------------------------------------------------
XXXXXXX XXXXX ASSET MANAGEMENT
By: Xxxxxxx Xxxxx Global Investment ?????: Income State,
L.P., Portfolio Investment Advisor
By: [SIGNATURE ILLEGIBLE]
-------------------------------------------------------
Title: Authorized Signature
----------------------------------------------------
BHF-BANK AKTIENGESELLSCHAFT
By: [SIGNATURE ILLEGIBLE]
-------------------------------------------------------
Title: Assistant Vice President /AT
----------------------------------------------------
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CONTINENTAL CASUALTY COMPANY
By:___________________________________________
Title:________________________________________
XXXXX & CO.
By:___________________________________________
Title:________________________________________
HARE & CO.
By:___________________________________________
Title:________________________________________
CHASE SECURITIES, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------------
Title: Xxxxxxxx X. Xxxxxx Managing Director
----------------------------------------
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO,
By: Xxxxxxx Xxxxx Asset
Management, L.P., as Investment Advisor
By: [SIGNATURE ILLEGIBLE]
-------------------------------------------
Title: Authorized Signatory
----------------------------------------
ML CLO XV PILGRIM AMERICAN (CAYMAN)
LTD.
By: Pilgrim American Investments Inc.
as its Investment Advisor
By: /s/ Xxxxxx Tiffen
-------------------------------------------
Title: Senior Vice President
------------------------------------------
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