<PAGE>
Exhibit 4.1
CONFORMED COPY
AMENDMENT No. 4 dated as of June 29, 2000 (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, and Amendment No. 3 dated as
of June 30, 1999 (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"), 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
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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 Commitment
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Leverage Ratio Fee Rate
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Eurodollar ABR Eurodollar ABR
Spread Spread Spread Spread
------ ------ ------ ------
-------------------------------------------------------------------------------
Category 1
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Greater than or equal 3.5% 2.50% 3.75% 2.75% 0.500%
to 6.5 to 1.0
===============================================================================
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2
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Revolving Loan Term Loan
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Leverage Ratio Eurodollar ABR Eurodollar ABR Commitment
--------------
Spread Spread Spread Spread Fee Rate
------ ------ ------ ------ --------
-------------------------------------------------------------------------------
Category 2
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Greater than 5.0 to 3.25% 2.25% 3.50% 2.50% 0.500%
1.0 but less than
6.5 to 1.0
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Category 3
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Less than or equal 3.00% 2.00% 3.25% 2.25% 0.375%
to 5.0 to 1.0
===============================================================================
(b) Section 6.11 of the Credit Agreement is hereby amended as
follows:
(i) by inserting the clause designator "(a)" immediately
after the words "provided, however, that" in the proviso of such Section; and
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(ii) after the words "three succeeding fiscal years" in the
proviso of such Section, by inserting the words "and (b) up to $1,500,000 of any
unused portion of the amount of permitted Capital Expenditures set forth for the
fiscal year ended July 1, 2000 in the preceding table may be carried forward to
the fiscal year ended June 30, 2001".
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(c) 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- 8.00 to 1.00
March 31, 2001
April 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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4
(d) 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
January 1, 2000
January 2, 2000- 1.20 to 1.00
March 31, 2001
April 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
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counterpart hereof and return such counterpart to the Administrative Agent or
its counsel prior to 5:00 p.m., New York City time, on June 29, 2000 (the
"Return Date"), shall be entitled, upon the effectiveness of this Amendment as
provided in Section 4 below, to an amendment fee (an "Amendment Fee" and,
collectively, the "Amendment Fees") equal to 1/4 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. 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 4. Conditions to Effectiveness. This Amendment shall
---------------------------
become effective as of the date first written above on the 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 5. 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
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5
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 6. 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 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
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BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. 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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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: Chief Financial Officer
EAGLE FAMILY FOODS HOLDINGS, INC.,
by: /s/ Craig Steinke
------------------------------------------
Name: Craig Steinke
Title: Chief Financial Officer
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: Vice President
MERRILL LYNCH, PIERCE, FENNER & SMITH,
by: /s/ Carol J.E. Feeley
------------------------------------------
Name: Carol J.E. Feeley
Title: Director
VAN KAMPEN
PRIME RATE INCOME TRUST,
by: /s/ Darvin D. Pierce
------------------------------------------
Name: Darvin D. Pierce
Title: Vice President
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7
VAN KAMPEN
SENIOR INCOME TRUST,
by: /s/ Darvin D. Pierce
------------------------------------------
Name: Darvin D. Pierce
Title: Vice President
VAN KAMPEN CLO I, LIMITED,
by: /s/ Darvin D. Pierce
------------------------------------------
Name: Darvin D. Pierce
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND,
by: /s/ Payson F. Swaffield
------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
SENIOR DEBT PORTFOLIO,
by: /s/ Payson F. Swaffield
------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
FLEET NATIONAL BANK,
by: /s/ Michael J. Sullivan
------------------------------------------
Name: Michael J. Sullivan
Title: Vice President
SOCIETE GENERALE,
by: /s/ Cynthia A. Jay
------------------------------------------
Name: Cynthia A. Jay
Title: Managing Director
THE BANK OF NOVA SCOTIA,
by: /s/ Brian S. Allen
------------------------------------------
Name: Brian S. Allen
Title: Managing Director
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8
KZH ING-2 LLC,
by: /s/ Peter Chin
------------------------------------------
Name: Peter Chin
Title: Authorized Agent
KZH WATERSIDE LLC,
by: /s/ Peter Chin
------------------------------------------
Name: Peter Chin
Title: Authorized Agent
GENERAL MOTORS GLOBAL GROUP TRUST,
by: /s/ Adam Aytpark
------------------------------------------
Name: Adam Aytpark
Title: Assistant Secretary
KZH SOLEIL LLC,
by: /s/ Peter Chin
------------------------------------------
Name: Peter Chin
Title: Authorized Agent
KZH PAMCO LLC,
by: /s/ Peter Chin
------------------------------------------
Name: Peter Chin
Title: Authorized Agent
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST,
by: /s/ Peter Gewirtz
------------------------------------------
Name: Peter Gewirtz
Title: Vice President
THE FUJI BANK, LIMITED,
by: /s/ John D. Doyle
------------------------------------------
Name: John D. Doyle
Title: Vice President & Manager
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BANK OF HAWAII,
by: /s/ Patricia Rohlfing
------------------------------------------
Name: Patricia Rohlfing
Title: Vice President
BANK OF TOKYO - MITSUBISHI TRUST COMPANY,
by: /s/ Hidekazu Kojima
------------------------------------------
Name: Hidekazu Kojima
Title: Vice President
SUMMIT BANK,
by: /s/ Catherine E. Garrity
------------------------------------------
Name: Catherine E. Garrity
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.,
by: /s/ Melissa Marano
------------------------------------------
Name: Melissa Marano
Title: Vice President
NUVEEN SENIOR INCOME FUND,
by: /s/ Lisa M. Mincheski
------------------------------------------
Name: Lisa M. Mincheski
Title: Managing Director
ALLIANCE CAPITAL FUNDING, LLC,
by: /s/ Joel Serebransky
------------------------------------------
Name: Joel Serebransky
Title: Senior Vice President
MONUMENT CAPITAL LTD.,
by: /s/ Joel Serebransky
------------------------------------------
Name: Joel Serebransky
Title: Senior Vice President
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10
OAK MOUNTAIN LIMITED,
by: /s/ Joel Serebransky
------------------------------------------
Name: Joel Serebransky
Title: Senior Vice President
