Hawkins, Inc. SeniorSecured Credit Facility Commitment Letter

Exhibit 10.1

November 20, 2015                        

Hawkins, Inc.

Senior Secured Credit Facility

Commitment Letter

Hawkins, Inc.

2381 Rosegate

Roseville, MN 55113

Attention: Ms. Kathleen Pepski

Chief Financial Officer

Ladies and Gentlemen:

Hawkins, Inc. (“Borrower” or “you”) has requested that U.S. Bank National Association (“U.S. Bank”) agree to structure and arrange a proposed senior secured credit facility in an initial aggregate amount of up to $165,000,000 (the “Facility”), that U.S. Bank and JP Morgan Chase Bank, N.A. (“JP Morgan” and together with U.S. Bank, each a “Lender” and collectively, the “Lenders” or “us” or “we”) each commit to provide a portion of the Facility, and that U.S. Bank serve as administrative agent for the Facility. You have advised us that you intend to use a portion of the proceeds under the Facility on the Closing Date (as defined below) to acquire all of the outstanding equity interests of a company previously identified to us as “Zeal” (the “Target”) from its current equityholders (the “Sellers”) pursuant to the Purchase Agreement (as defined in the Term Sheet (as defined below)).

U.S. Bank is pleased to advise you of its commitment to provide up to $107,250,000 of the Facility, and JP Morgan is pleased to advise you of its commitment to provide up to $57,750,000 of the Facility, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter and in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”, and together with this commitment letter, the “Commitment Letter”). The commitments of the Lenders are several and not joint.

It is agreed that U.S. Bank will act as the sole and exclusive Administrative Agent, Lead Arranger (in such capacity, the “Arranger”), and Bookrunner for the Facility. You agree that no other agents, co-agents, bookrunners or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letter referred to below) will be paid in connection with the Facility unless you and we shall so agree.

You agree promptly to prepare and provide to U.S. Bank and JP Morgan all information with respect to the Borrower, its subsidiaries and the transactions contemplated hereby, including all financial information and projections (the “Projections”), as the Lenders may reasonably request in connection with the commitments and the arrangement of the Facility. You hereby represent and covenant that (a) all written information (other than the Projections and information of a general economic or industry specific nature) (the “Information”) that has been or will be made available to U.S. Bank or JP Morgan by you or any of your representatives (which Information shall be to your knowledge to the extent it relates to the Target and its subsidiaries) is or will be, when furnished and taken as a whole, complete and correct in all material respects and does not or will not, when furnished and taken as a whole, contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to U.S. Bank or JP Morgan by you or any of your representatives have been or will be prepared in good faith based upon reasonable assumptions at the time made available (it being recognized by us that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projects may differ from the projected results, and that such differences may be material). You agree (i) to furnish us with such Information and Projections as U.S. Bank or JP Morgan may reasonably request and (ii) that in arranging the Facility, U.S. Bank may use and rely on the Information and the Projections without independent verification thereof.

As the Arranger, U.S. Bank will manage all aspects of the arrangement of the Facility, including decisions as to the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders; provided, however, that JP Morgan’s share of the credit facilities shall not be less than 35% and pro-rata amongst all of the credit facilities and JPMorgan’s share of the share of the fees owed to all Lenders shall not be less than 35% and pro-rata amongst such fees. In acting as the Arranger, U.S. Bank will not have any responsibility other than to arrange the Facility as set forth herein and shall in no event be subject to any fiduciary or other implied duties. Additionally, the Borrower acknowledges and agrees that, as Arranger, U.S. Bank is not advising the Borrower or any of its affiliates as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.

You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against U.S. Bank and/or JP Morgan and their respective affiliates with respect to any breach or alleged breach of agency or fiduciary duty and agree that neither U.S. Bank nor JP Morgan will have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including your equity holders, employees or creditors. You acknowledge that the transactions described herein (including the exercise of rights and remedies hereunder and under the Fee Letter) are arms’-length commercial transactions and that each of U.S. Bank and JP Morgan is acting as principal and in its own best interests. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby (including the Term Sheet), and neither U.S. Bank nor JP Morgan shall have any responsibility or liability to the Borrower or any of its affiliates with respect thereto. Any review by U.S. Bank or JP Morgan of the Borrower, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of U.S. Bank or JP Morgan, as applicable, and shall not be on behalf of the Borrower or any of its affiliates. You agree that the Lenders will act under this Commitment Letter and the Fee Letter as independent contractors and that nothing in this Commitment Letter, the Fee Letter, the nature of the Lenders’ services or in any prior relationship will be deemed to create an advisory, fiduciary or agency relationship between us, on the one hand, and the Borrower, its equity holders or its affiliates, on the other hand.

As consideration for U.S. Bank’s respective commitments hereunder and U.S. Bank’s agreements to perform the services described herein, Borrower agrees to pay to U.S. Bank the nonrefundable fees set forth in the Fee Letter dated as of even date herewith and delivered herewith (the “Fee Letter”).

U.S. Bank’s and JP Morgan’s respective commitments hereunder and U.S. Bank’s respective agreements to perform the services described herein are subject only to the following conditions (i) since the date hereof, no Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred, and no event shall have occurred that, individually or in the aggregate, with or without notice or the lapse of time, would reasonably be expected to result in a Material Adverse Effect and (ii) the other conditions expressly set forth in the Term Sheet under the heading “Conditions Precedent to Initial Loans under the Facilities.” Notwithstanding anything in this Commitment Letter, the Loan Documents (as defined in the Term Sheet) or any other letter agreement or other undertaking concerning the transaction to the contrary,

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(i) the only representations and warranties the accuracy of which shall be a condition to the availability of the Term Loan Facility (as defined in the Term Sheet) and the making of the initial loans on the Closing Date (as defined in the Term Sheet) shall be (A) such of the representations and warranties with respect to the Target made by the Sellers in the Purchase Agreement as are material to the interests of the U.S. Bank, JP Morgan and the Arranger, but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Purchase Agreement or decline to consummate the Closing Date Acquisition as a result of a breach of such representations and warranties (as determined without giving effect to any waiver, amendment, consent or other modification thereto) (collectively, the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) made by the Borrower and the Guarantors (as defined in the Term Sheet) under the Loan Documents and (ii) the terms of the Loan Documents and closing deliverables shall be in a form such that they do not impair availability of the Term Loan Facility and the making of the initial loans on the Closing Date if the conditions expressly set forth in this paragraph are satisfied or waived by the Lenders (it being understood that, to the extent any lien or security interest on or in any Collateral (as defined in the Term Sheet) (other than to the extent that a lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its subsidiaries) or is not or cannot be perfected on the Closing Date after your use of commercially reasonable efforts to do so, the perfection of such Collateral shall not constitute a condition precedent to the availability of the Term Loan Facility and the making of the initial loans on the Closing Date, but shall be required to be perfected within 90 days after the Closing Date (subject to extensions by the Administrative Agent (as defined in the Term Sheet), in its sole discretion); provided, however, that, notwithstanding the foregoing, the Borrower and Guarantor shall be obligated to provide to the Administrative Agent all documents and other information requested by Administrative Agent to assist the Administrative Agent in perfection of liens on the Collateral). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in the Loan Documents relating to corporate or other organizational existence of the Borrower and Guarantors, organizational power and authority (as to execution, delivery and performance of the applicable Loan Documents) of the Borrower and Guarantors, the due authorization, execution, delivery and enforceability of the applicable Loan Documents, solvency of the Borrower and its subsidiaries, no conflicts resulting from the entering into and performance of the Loan Documents with charter documents of the Borrower and Guarantors or material laws, compliance and no conflicts with the Investment Company Act, Federal Reserve margin regulations, the Patriot Act, FCPA, OFAC, and other applicable domestic and foreign anti-money laundering and anti-terrorism laws, and, subject to permitted liens and the limitations set forth in the prior sentence, the creation, validity, perfection and priority of security interests in the Collateral (subject, in each case, to certain customary exceptions to be set forth in the Loan Documents and consistent with the Documentation Principles (as defined below)). This paragraph shall be referred to herein as the “Certain Funds Provision.”

Borrower agrees (a) to indemnify and hold harmless U.S. Bank, JP Morgan and each of their respective affiliates and their respective officers, directors, employees, advisors, affiliates, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Facility, the use of the proceeds thereof or any related transaction, claim, litigation, investigation or proceeding relating to any of the foregoing, or any enforcement of the Loan Documents, regardless of whether any indemnified person is a party thereto and whether commenced by you or by any third party, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from (1) the willful misconduct or gross negligence of such indemnified person or (2) a material breach in bad faith by such indemnified persons of their express obligations hereunder pursuant to a claim initiated by the Borrower, and (b) to reimburse U.S. Bank and JP Morgan and their respective affiliates on demand for all

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reasonable and documented out-of-pocket expenses (including reasonable and documented due diligence expenses, arrangement expenses, electronic distribution expenses, consultant’s fees and expenses, travel expenses, and reasonable fees, charges and disbursements of one firm of primary outside legal counsel; provided, however, that each indemnified person shall be entitled to reasonable fees, charges and disbursements of its own primary outside legal counsel in the event of enforcement proceedings) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Fee Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to you or your affiliates or to your or their respective equity holders or creditors arising out of, or related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (1) such indemnified party’s own gross negligence or willful misconduct or (2) a material breach in bad faith by such indemnified persons of their express obligations hereunder. Neither the Borrower nor any indemnified person shall be liable for (i) any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems (except to the extent that such damages are found by final, non-appealable judgment by a court of competent jurisdiction to have resulted from such indemnified party’s own gross negligence or willful misconduct) or (ii) any special, indirect, consequential, exemplary or punitive damages in connection with the Facility or its activities related thereto.

This Commitment Letter shall not be assignable by you without the prior written consent of U.S. Bank and JP Morgan (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified person and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, U.S. Bank and J.P. Morgan. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by electronic or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among the Lenders with respect to the Facility and set forth the entire understanding of the parties with respect thereto.

This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Each party hereto consents to the exclusive jurisdiction and venue of the state or federal courts located in the City of New York, Borough of Manhattan. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any right it may have to a trial by jury in any suit, action, proceeding, claim or counterclaim by or on behalf of any party arising out of or relating to this Commitment Letter or the Fee Letter, the transactions contemplated hereby or thereby, or the performance of services hereunder or thereunder (whether based on contract, tort or any other theory) and (b) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the state or federal courts located in the City of New York, Borough of Manhattan.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person (including, without limitation, other potential providers or arrangers of financing) except (a) to your directors, officers, agents, attorneys, accountants and advisors who are directly involved in the consideration of this matter and for whom you shall be responsible for any breach by any one of them of this confidentiality undertaking, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required, as determined by Borrower in its good faith business judgment, by law, rule or regulation, including without limitation, securities laws and the rules and regulations of any securities exchange (in which case you agree to inform us promptly thereof) and (c) to the Sellers and their directors, officers, agents, attorneys, accountants and advisors who are directly involved in the Acquisition on a confidential and need to know basis (but not the Fee Letter and the contents thereof unless redacted in a form acceptable to U.S. Bank in its reasonable discretion).

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U.S. Bank, JP Morgan and the Arranger each agrees to hold any confidential information which it may receive from the Borrower in connection with this Commitment Letter and Loan Documents in confidence, except for disclosure (i) to its affiliates and to the Administrative Agent and any other Lender and their respective affiliates, and, in each case, their respective employees, directors, and officers, (ii) to legal counsel, accountants, and other professional advisors to the Administrative Agent or such Lender, provided such parties have been notified of the confidential nature of such information, (iii) to prospective assignees or participants of the Facility, (iv) to regulatory officials, (v) to any person as requested pursuant to or as required by law, regulation, or legal process, (vi) to any person in connection with any legal proceeding to which it is a party, (vii) to its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, provided such parties have been notified of the confidential nature of such information, (viii) to rating agencies if requested or required by such agencies in connection with a rating relating to the Facility, (ix) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter or any Loan Document or the enforcement of rights hereunder or thereunder, and (x) to the extent such information (1) becomes publicly available other than as a result of a breach of this paragraph or (2) becomes available to the U.S. Bank, JP Morgan or the Arranger on a non-confidential basis from a source other than the Borrower. The provisions of this paragraph shall automatically terminate upon the earlier of (a) one year following the date of this Commitment Letter and (b) the date of the closing of the Facility.

You acknowledge that U.S. Bank, JP Morgan and their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither U.S. Bank nor JP Morgan will use confidential information obtained from you by virtue of the transactions contemplated by this letter or their other relationships with you (x) in connection with the performance by U.S. Bank or JP Morgan, as applicable, of services for other companies or (y) in violation of United States federal securities laws, and neither U.S. Bank nor JP Morgan will furnish any such information to other companies. You also acknowledge that neither U.S. Bank nor JP Morgan has any obligation to use in connection with the transactions contemplated by this letter, or to furnish to you, confidential information obtained from other companies. You further acknowledge that either of U.S. Bank or JP Morgan may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of the Borrower and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter.

U.S. Bank and JP Morgan may employ the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, subject to the confidentiality restrictions set forth above, may exchange with such affiliates information concerning you and the other companies that may be the subject of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such obligations of U.S. Bank or JP Morgan, as applicable, thereunder, and such affiliates will be entitled to the benefits afforded to us hereunder. Assuming the Facility closes, you also acknowledge and agree to the disclosure by us of information related to the Facility to “Gold Sheets” and other similar trade publications, and to our publication of tombstones and similar advertising materials relating to the Facility. The information disclosed shall consist of deal terms and other information customarily found in such publications, tombstones, and advertising materials.

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The reimbursement, indemnification, confidentiality, governing law, consent to jurisdiction and venue and waiver of right to jury trial provisions contained herein and in the Fee Letter and any other provision herein or therein which by its terms expressly survives the termination of this Commitment Letter or the Fee Letter, as applicable, shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or U.S. Bank’s or JP Morgan’s commitment hereunder; provided that, upon the effectiveness of the definitive documentation for the Facility, the reimbursement and indemnification provisions contained herein shall be superseded and replaced by the reimbursement and indemnification provisions contained in such definitive documentation.

Each of U.S. Bank and JP Morgan hereby notifies you that pursuant to the requirements of the U.S.A. PATRIOT ACT (Title III of Pub. L. 107.56 (signed into law October 26, 2001)) (the “Patriot Act”), it and each of the Lenders may be required to obtain, verify and record information that identifies you, which information may include your name and address and other information that will allow U.S. Bank or JP Morgan, as applicable, to identify you in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for U.S. Bank and JP Morgan.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet by returning to us executed counterparts hereof not later than 5:00 p.m., Central time, on November 30, 2015. U.S. Bank’s and JP Morgan’s respective commitments and agreements herein will expire at such time in the event each of U.S. Bank and JP Morgan has not received such executed counterparts in accordance with the second immediately preceding sentence. This Commitment Letter and the Term Sheet supersede any and all prior versions hereof and thereof.

[Signature Page Follows]

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U.S. Bank and JP Morgan are pleased to have been given the opportunity to assist you in connection with this important financing.

Accepted and agreed to as of

November 23, 2015 by:

Exhibit A

Term Sheet

(See Attached)

HAWKINS, INC.

SENIOR SECURED CREDIT FACILITIES

SUMMARY OF TERMS AND CONDITIONS

November 20, 2015

This Summary of Terms and Conditions is intended as an outline only and does not purport to summarize all the terms, conditions, covenants, representations, warranties or other provisions which would be contained in definitive legal documentation of the financing transaction contemplated herein. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Commitment Letter to which this Summary of Terms and Conditions is attached (the “Commitment Letter”).

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