AGRILINK FOODS, INC.
FIFTH 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 satisfaction of the conditions precedent to effectiveness set forth
below, compliance with certain provisions of the Credit Agreement as of the last
day of the Parent's fiscal year 1999 shall be waived and the Credit Agreement
shall be amended in certain respects, all as hereinafter set forth:
1. WAIVERS. Compliance by the Parent with Sections 8.10 through 8.14,
both inclusive, of the Credit Agreement as of, but only as of, the last day
of the fourth fiscal quarter of the Parent's 1999 fiscal year (such 1999
fiscal year ending on June 26, 1999) is hereby waived and any Default or
Event of Default occasioned by the Parent's failure to be in compliance
with such sections as of such date is also hereby waived.
2. AMENDMENTS.
(a) Section 1.1 (Definition of the Term of Consolidated Net
Income). The definition of the term "Consolidated Net Income"
appearing in Section 1.1 of the Credit Agreement shall be amended by
adding the following at the end thereof:
"Computations of Consolidated Net Income for the third fiscal
quarter of fiscal 1999 shall be made by excluding a $5,000,000
charge taken in such fiscal quarter for restructuring charges."
(b) Section 8.10 (Consolidated Net Worth). Section 8.10 of the
Credit Agreement shall be amended by striking the figure
"$150,000,000" appearing therein and substituting the figure
"$135,000,000" therefor and by striking the phrase "(commencing with
1999 fiscal year)" and substituting the phrase "(commencing with the
2000 fiscal year) therefor."
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(c) Section 8.11 (Leverage Ratio) Section 8.11 of the Credit
Agreement shall be amended by striking the entry "All Fiscal Quarters
of Fiscal 2000" appearing in the column headed "For Fiscal Quarters"
and substituting the phrase "Fourth Fiscal Quarter of Fiscal 2000"
therefor and by adding the following sentence immediately after the
columns appearing in Section 8.11:
"The Parent will as of the last day of each of the first three
fiscal quarters of fiscal 2000 have a Leverage Ratio of not
more than 6.5 to 1 (in the case of the last day of the first
such fiscal quarter), 6.25 to 1 (in the case of the last day
of the second such fiscal quarter) and 6.00 to 1 (in the case
of the last day of the third such fiscal quarter)."
(d) Section 8.12 (Fixed Charge Coverage Ratio) Section 8.12 of
the Credit Agreement shall be amended by adding the following at the
end thereof:
"The foregoing to the contrary notwithstanding, in lieu of the
minimum Fixed Charge Coverage Ratio specified above for the
first through the third fiscal quarters of fiscal 2000, the
Parent will as of the last day of each of the first, second
and third fiscal quarters of fiscal 2000 have a Fixed Charge
Coverage Ratio of not less than .95 to 1."
(e) Section 8.13 (EBITDA) Section 8.13 of the Credit shall be
amended by adding the following at the end thereof:
"The foregoing to the contrary notwithstanding, the Parent
shall not be required to have EBITDA for the period of four
fiscal quarters ending on the last day of the first, second
and third fiscal quarters of fiscal 2000 in the amount
specified above but in lieu thereof the Parent will as of the
last day of each such fiscal quarter have EBITDA for the
period of four fiscal quarters then ending of not less than
$108,000,000 in the case of the first such fiscal quarter,
$110,000,000 in the case of the second such fiscal quarter and
$115,000,000 in the case of the third such fiscal quarter."
(f) Section 8.14 (Interest Coverage Ratio) Section 8.14 of the
Credit Agreement shall be amended by striking the chart appearing
therein and substituting the following therefor:
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<TABLE>
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For Fiscal Quarters Interest Coverage Ratio Shall Not be Less Than
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<S> <C> <C>
First, Second and Third of Fiscal 2000 1.40 to 1
Fourth of Fiscal 2000 1.75 to 1
First and Second of Fiscal 2001 1.85 to 1
Third and Fourth of Fiscal 2001 2.00 to 1
First and Second of Fiscal 2002 2.10 to 1
Third and Fourth of Fiscal 2002 2.20 to 1
First and Second of Fiscal 2003 2.30 to 1
Third and Fourth of Fiscal 2003 and all Fiscal Quarters 2.40 to 1
Thereafter
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3. CONDITIONS PRECEDENT TO EFFECTIVENESS. This Fifth Amendment to
Credit Agreement shall become effective upon (i) receipt by the
Administrative Agent of counterparts hereof which, taken together, bear the
signatures of the Borrower, the Guarantors and the Required Lenders and
(ii) receipt by the Administrative Agent of a fee for each Lender executing
this Fifth Amendment in an amount equal to 3/8 of 1% of the sum of its
Revolving Credit Commitment and the outstanding principal balance of its
Term Loans (the Administrative Agent to promptly distribute such fees to
the signing Lenders upon this Fifth Amendment to the Credit Agreement
becoming effective) and of such fees as the Borrower has agreed to pay to
the Agents. Upon this Fifth Amendment to Credit Agreement becoming
effective such effectiveness shall relate back to June 26, 1999 all with
the same force and effect for all purposes as though the conditions
precedent to effectiveness hereof had been satisfied on that date.
4. MISCELLANEOUS. 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 Fifth
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 Fifth Amendment to Credit Agreement may
be executed in counterparts, and by separate parties hereto on separate
counterparts each to constitute an original but all but one and the same
instrument. This Fifth 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 13th day of August 1999 but to be effective as of June 26,
1999 as hereinabove set forth.
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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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