AGRILINK FOODS, INC.
FOURTH AMENDMENT TO CREDIT AGREEMENT
To the Agents and Lenders
Party to the Credit Agreement
referred to below
Gentlemen:
We refer to the Credit Agreement dated as of September 23, 1998 among
Agrilink Foods, Inc. as Borrower, Pro-Fac Cooperative, Inc., Linden Oaks
Corporation and Kennedy Endeavors, Incorporated as Guarantors, Harris Trust and
Savings Bank individually and as Administrative Agent and the other lenders from
time to time parties thereto as amended and currently in effect between us (the
"Credit Agreement"), capitalized terms used without definition below to have the
meanings ascribed to them in the Credit Agreement.
Upon receipt by the Administrative Agent of counterparts hereof which,
taken together, bear the signatures of the Borrower, the Guarantors and the
Required Lenders Section 2.1(e) of the Credit Agreement shall be amended by (i)
adding the phrase "commencing with the year 2000" immediately following the
phrase "falling between May 1 and July 15 of each year", and by adding the word
"such" immediately prior to the word "year" wherever the word "year" appears
thereafter, and (ii) by adding the following at the end of such Section:
"Also anything contained elsewhere in this Agreement to the
contrary notwithstanding, for a period of not less than
fifteen consecutive days falling between May 1, 1999 and July
15, 1999 the aggregate outstanding principal balance of the
Revolving Credit Loans and Swing Loans shall not exceed
$30,000,000 (each such period of fifteen consecutive days in
each year being hereinafter referred to as a "Cleandown
Period") and unless the Company has selected and complied with
an earlier Cleandown Period then (i) on July 1, 1999 the
Company shall reduce the aggregate outstanding principal
balance of the Revolving Credit Loans and Swing Loans to
$30,000,000 or less and (ii) the Company shall not be
permitted to borrow Revolving Credit Loans or Swing Loans
prior to July 16, 1999 if after giving effect thereto the
aggregate outstanding principal balance thereof would exceed
$30,000,000."
Except as specifically amended hereby, all of the terms, conditions and
provisions of the Credit Agreement shall stand and remain unchanged and in full
force and effect. No reference to this Fourth Amendment to Credit Agreement need
be made in any instrument or document at any time referring to the Credit
Agreement, a reference to the Credit Agreement in any of such to be deemed to be
a reference to the Credit Agreement as amended hereby. This Fourth Amendment to
Credit Agreement may be executed in counterparts, and by separate parties hereto
on separate
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counterparts each to constitute an original but all but one and the same
instrument. This Fourth Amendment to Credit Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois
Dated as of the 18th day of June 1999.
AGRILINK FOODS, INC.
By /s/ Earl L. Powers
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Its VP
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PRO-FAC COOPERATIVE, INC.
By /s/ Earl L. Powers
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Its VP
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LINDEN OAKS CORPORATION
By /s/ Timothy J. Benjamin
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Its President
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KENNEDY ENDEAVORS, INCORPORATED
By /s/ Earl L. Powers
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Its VP
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Accepted and agreed to as of the date last above written.
HARRIS TRUST AND SAVINGS BANK,
individually and as Administrative Agent,
Issuing Bank and Swing Lender
By /s/ Dianna D. Carr
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Its Vice President
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