AGRILINK FOODS, INC.
SECOND 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, Bank of Montreal Chicago
Branch individually and as Syndication 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 signature of the Borrower, the Guarantors and the
Lenders, the Credit Agreement and the September 23, 1998 Post-Closing Letter
between us (the "Post Closing Letter") shall be amended as follows.
1. Applicable Margins. Clauses (b) and (c) of the definition of the term
"Applicable Margin" appearing in Section 1 of the Credit Agreement shall be
amended and as so amended shall be restated in their entirety to read as
follows:
"(b) with respect to the B Loans, the Applicable Margin for
LIBOR Portions shall be 3.75% and for the Base Rate Portion shall
be 2.75%; and
(c) with respect to the C Loans, the Applicable Margin for
LIBOR Portions shall be 4% and for the Base Rate Portion shall be
3%;"
2. Required Lenders. The definition of the term "Required Lenders"
appearing in Section 1 of the Credit Agreement shall be amended and as so
amended shall be restated in its entirety to read as follows:
""Required Lenders" shall mean Lenders which, taken together,
hold (i) 66 2/3% or more in aggregate amount of sum of (aa) the
Revolving Credit Commitments or, if the Revolving Credit
Commitments have terminated or expired, of the Revolving Credit
Loans (treating the Swing Loans as though they had been ratably
refunded by Revolving Credit Loans) and the credit risk incident
to the Letters of Credit, and (ab) the A Loans and (ii) 66 2/3%
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or more in aggregate amount of the sum of the B Loans and the C
Loans."
3. Waivers, Modifications and Amendments. The first sentence of Section
12.13 of the Credit Agreement shall be amended by adding the following phrase
immediately after the phrase "or amend this Section 12.13" and without the
consent of each Lender affected thereby no such amendment, modification or
waiver shall extend the due dates of or amend the amount of any scheduled
installment payment due on the Notes or provide for any Interest Period which is
longer than six months".
4. The Post-Closing Letter. Section 5 of Exhibit A to the Post-Closing
Letter shall be amended by striking the phrase "Within 60 days of the date of
the initial funding under the Credit Agreement" and substituting the phrase "By
March 31, 1999" therefor and Section 6 of Exhibit A to the Post-Closing Letter
shall be amended by striking the phrase "Within 45 days of the date of the
initial funding under the Credit Agreement" and substituting the phrase "By
January 31, 1999" therefor.
Except as specifically amended hereby, all of the terms, conditions and
provisions of the Credit Agreement and Post-Closing Letter shall stand and
remain unchanged and in full force and effect. No reference to this Second
Amendment to Credit Agreement need be made in any instrument or document at any
time referring to the Credit Agreement or Post-Closing Letter, a reference to
the Credit Agreement in any of such to be deemed to be a reference to the Credit
Agreement or Post-Closing Letter (as appropriate) as amended hereby. This Second
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 Second 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 9th day of December 1998.
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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/ H. Glen Clarke
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Its Vice President
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BANK OF MONTREAL, individually and as
Syndication Agent
By /s/ Michael W. Hedrick
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Its Director
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