|
Previous: DAKOTA GROWERS PASTA CO, 10-Q, 2000-12-15 |
Next: DAKOTA GROWERS PASTA CO, 10-Q, EX-27, 2000-12-15 |
EXECUTION COPY
WAIVER AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTS
Reference is made to the Note Purchase Agreement dated as of July 15, 1998 (the "NPA") between Dakota Growers Pasta Company (the "Company"), and, and Massachusetts Mutual Life Insurance Company, Baystate Health Systems, Inc, C.M. Life Insurance Company, The Security Mutual Life Company of Lincoln, Nebraska, and The Canada Life Assurance Company (together, the "Holders").
WHEREAS, an Event of Default exists, under Sections 10.4(b) of the NPA; and
WHEREAS, the Companies and the Holders are desirous of waiving the existing Events of Default and amending the NPA on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in the NPA and herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders agree as follows:
"(b) The Company will not at any time permit the ratio of (1) Consolidated Funded Debt to (2) Consolidated Cash Flow to exceed (A) 4.00 to 1.00 for the period from the Closing to and including July 31, 1999, (B) 3.50 to 1.00 for the period from August 1, 1999 to and including January 31, 2000 (C) 3.25 to 1.00 for the period from February 1, 2000 to and including July 31, 2000 (D) 3.50 to 1.00 for the period from August 1, 2000 to and including October 31, 2000, (E) 3.40 to 1.00 for the period from November 1, 2000 to and including January 31, 2001 and (F) 3.00 to 1.00 at all times thereafter, in each case determined as of the end of each fiscal quarter for the immediately preceding four fiscal quarters (ending on the date of calculation) treating such period of four fiscal quarters as a single accounting period."
ACCEPTED AND AGREED TO:
DAKOTA GROWERS PASTA COMPANY | BAYSTATE HEALTH SYSTEMS, INC | |
By: David L. Babson & Company Inc. as Investment Adviser | ||
|
|
|
By: | By: | |
Its: | Its: | |
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser |
|
C.M. LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Sub-Adviser |
|
|
|
By: | By: | |
Its: | Its: | |
THE SECURITY MUTUAL LIFE INSURANCE COMPANY OF LINCOLN, NEBRASKA |
|
THE CANADA LIFE INSURANCE COMPANY |
|
|
|
By: | By: | |
Its: | Its: |
|