Credit Agreement [Amendment No. 1] - American Nutrition Bars Inc., Great American Foods, Inc., Schiff Products Inc., Weider Nutrition Group Inc., Weider Nutrition International Inc., WNG Holdings and General Electric Capital Corp.
FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 27, 1997, is among AMERICAN NUTRITION BARS, INC., GREAT AMERICAN FOODS, INC., SCHIFF PRODUCTS, INC., WEIDER NUTRITION GROUP, INC. (collectively, "Borrowers"), WEIDER NUTRITION INTERNATIONAL, INC., WNG HOLDINGS (INTERNATIONAL) LTD. (with Borrowers, collectively, "Obligors" and individually, each an "Obligor"), the Lenders from time to time signatory to the Credit Agreement and GENERAL ELECTRIC CAPITAL CORPORATION, as Agent for Lenders. RECITALS A. Obligors, Agent and Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of May 6, 1997 (as from time to time amended, restated, supplemented or otherwise modified and in effect, the "Credit Agreement"), pursuant to which Lenders have made and may hereafter make loans and advances and other extensions of credit to Borrowers. B. Obligors desire, and Agent and Lender are willing, to amend certain provisions of the Credit Agreement, all on the terms and conditions set forth in this Amendment. C. This Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment; capitalized terms used herein without definition are so used as defined in Schedule A to the Credit Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows: 1. AMENDMENT. The Credit Agreement is hereby amended as follows: (a) The pricing grid contained in subsection 1.5(a) of the Credit Agreement is replaced with the following pricing grid: "FUNDED DEBT TO REVOLVING CREDIT LOAN EBITDA RATIO LIBOR MARGIN INDEX MARGIN ---------------- -------------- -------------- > 3.0 2.2 0.75 > 2.5 but <3.0 2.0 0.50 - > 2.0 but <2.5 1.75 0.25 - > 1.5 but <2.0 1.25 0.00 - < 1.5 1.00 0.00" - 1 -
2.0 0.375 - < 2.0 0.250 The effective Non-Use Fee Margin will be based on a Funded Debt to EBITDA ratio calculated in accordance with paragraph (e) of ANNEX G and shall be determined and adjusted in a manner identical to that in which the effective Margin with respect to the Revolving Credit Loan is determined and adjusted pursuant to SECTION 1.5 of the Agreement." (c) Each reference to "11:00 a.m." contained in subsection 1.1(a) of the Credit Agreement is replaced with a reference to "12:30 p.m." (d) Each reference to "11:00 a.m." (or "A.M.", as the case may be) contained in subsection 1.5(e) of the Credit Agreement is replaced with a reference to "12:30 p.m." (e) The reference to "12:30 p.m." contained in subsection 9.9(a) of the Credit Agreement is replaced with a reference to "1:00 p.m." - 2 -