Amendment No. 5 to Credit Agreement among Eagle Family Foods, Inc., Eagle Family Foods Holdings, Inc., Lenders, and The Chase Manhattan Bank

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment updates the terms of a credit agreement between Eagle Family Foods, Inc., Eagle Family Foods Holdings, Inc., several lenders, and The Chase Manhattan Bank. The amendment revises interest rate tables, financial ratio requirements, and reporting obligations. It also reduces the revolving credit commitments by $10 million and provides for an amendment fee to participating lenders. The agreement becomes effective once all required parties sign and certain conditions are met.

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EX-4.1 2 0002.txt CREDIT AGREEMENT 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 MERRILL LYNCH 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:
==================================================================================================================== 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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==================================================================================================================== 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 - -------------------------------------------------------------------------------------------------------------------- Category 3 ---------- Less than or equal to 3.25% 2.25% 3.50% 2.50% 0.375% 5.0 to 1.0 ====================================================================================================================
3 (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". 4 (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 5 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 ------------- 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 -------------- 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. 6 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/ Craig Steinke ----------------- Name: Craig Steinke Title: Vice President CFO EAGLE FAMILY FOODS HOLDINGS, INC., by: /s/ Craig Steinke ----------------- Name: Craig Steinke Title: Vice President CFO THE CHASE MANHATTAN BANK, individually and as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender, by: /s/ Neil R. Boylan ------------------ Name: Neil R. Boylan Title: Managing Director MERRILL LYNCH CAPITAL CORPORATION, individually and as Documentation Agent, by: /s/ Carol J.E. Feeley --------------------------------------- Name: Carol J.E. Feeley Title: Director MERRILL LYNCH, PIERCE, FENNER & SMITH, INC., by: /s/ Carol J.E. Feeley --------------------------------------- Name: Carol J.E. Feeley Title: Director 7 MASS MUTUAL HIGH YIELD PARTNERS II, by: /s/ Mary S. Law --------------- Name: Mary S. Law Title: Managing Director C.M. LIFE INSURANCE COMPANY, by: /s/ Mary S. Law --------------- Name: Mary S. Law Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, by: /s/ Mary S. Law --------------- Name: Mary S. Law Title: Managing Director KZH SOLEIL LLC, by: /s/ Susan Lee ------------- Name: Susan Lee Title: Authorized Agent KZH PAMCO, by: /s/ Susan Lee ---------------------------- Name: Susan Lee Title: Authorized Agent KZH WATERSIDE LLC, by: /s/ Susan Lee ------------- Name: Susan Lee Title: Authorized Agent FIRST UNION SECURITIES INC., by: /s/ David J.C. Silander ----------------------- Name: David J.C. Silander Title: Vice President 8 BANK OF HAWAII, by: /s/ Patricia Rohlfing --------------------- Name: Patricia Rohlfing Title: Vice President SENIOR DEBT PORTFOLIO, by Boston Management and Research as Investment Advisor, by: /s/ Scott H. Page ----------------- Name: Scott H. Page Title: Vice President THE FUJI BANK, LIMITED, by: /s/ John D. Doyle ----------------- Name: John D. Doyle Title: Vice President & Manager BANK OF TOKYO-MITSUBISHI TRUST COMPANY, by: /s/ Chris Droussiotis --------------------- Name: Chris Droussiotis 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/ Joel Serebransky -------------------- Name: Joel Serebransky 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/ Joel Serebransky ---------------------------------- Name: Joel Serebransky Title: Senior Vice President SUMMIT BANK, by: /s/ Catherine E. Garrity ---------------------------------- Name: Catherine E. Garrity Title: Vice President VAN KAMPEN SENIOR INCOME TRUST, by: VAN KAMPEN INVESTMENT ADVISORY CORP., by: /s/ Darvin D. Pierce ---------------------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN CLO I, LIMITED, by: VAN KAMPEN MANAGEMENT INC., as Collateral Manager, by: /s/ Darvin D. Pierce ---------------------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN PRIME RATE INCOME TRUST, by: VAM KAMPEN INVESTMENT ADVISORY CORP., by: /s/ Darvin D. Pierce ---------------------------------- Name: Darvin D. Pierce Title: Principal 10 THE BANK OF NOVA SCOTIA, by: /s/ Brian S. Allen --------------------------------- Name: Brian s. Allen Title: Managing Director A.G. CAPITAL FUNDING PARTNERS, L.P., by: ANGELO, GORDON & CO., L.P., as Investment Advisor, by: /s/ Jeffrey H. Aronson --------------------------------- Name: Jeffrey H. Aronson Title: Managing Director NORTHWOODS CAPITAL LIMITED, by: ANGELO, GORDON & CO., L.P., as Collateral Manager, by: /s/ Jeffrey H. Aronson --------------------------------- Name: Jeffrey H. Aronson Title: Managing Director NORTHWOODS CAPITAL II, LIMITED, by: ANGELO, GORDON & CO., L.P., as Collateral Manager, by: /s/ Jeffrey H. Aronson --------------------------------- Name: Jeffrey H. Aronson Title: Managing Director 11 CREDIT AGRICOLE INDOSUEZ, by: /s/ Leo Von Reissig ------------------------------- Name: Leo Von Reissig Title: Vice President by: /s/ Richard Manui ------------------------------- Name: Richard Manui Title: First Vice President NUVEEN SENIOR INCOME FUND, by: NUVEEN SENIOR LOAN ASSET MANAGEMENT INC., by: /s/ Lisa M. Mincheski ------------------------------- Name: Lisa M. Mincheski Title: Managing Director SOCIETE GENERALE, by: /s/ Cynthia A. Jay ------------------------------- Name: Cynthia A. Jay Title: Managing Director MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST, by: /s/ Peter Gewirtz ------------------------------- Name: Peter Gewirtz Title: Vice President INDOSUEZ CAPITAL FUNDING IV, L.P., by: INDOSUEZ CAPITAL, as Portfolio Advisor, by: /s/ Melissa Marano ------------------ Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING IIA, LIMITED, by: INDOSUEZ CAPITAL, as Portfolio Advisor, by: /s/ Melissa Marano ------------------ Name: Melissa Marano Title: Vice President 12 PAMCO CAYMAN LTD., by: HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager, by: /s/ James Dondero ----------------- Name: James Dondero Title: CFA, CPA President