Credit Agreement [Amendment No. 2] - Weider Nutrition Group Inc. and Bankers Trust Co.
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT ("AMENDMENT") is dated as of
August __, 2001, by and among WEIDER NUTRITION GROUP, INC., a Utah corporation
("BORROWER"); BANKERS TRUST COMPANY, a New York banking corporation (in its
individual capacity, hereinafter referred to as "BTCO") and the other financial
institutions signatories hereto; and BTCo, acting in its capacity as agent (in
such capacity, hereinafter referred to as "AGENT") for itself and the other
financial institutions from time to time parties to the Credit Agreement
referred to herein below (each a "LENDER" and, collectively, the "LENDERS").
Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings assigned to such terms in the Credit Agreement.
WITNESSETH:
WHEREAS, Borrower, Agent and Lenders have entered into that certain
Credit Agreement dated as of June 30, 2000, as amended (the "CREDIT AGREEMENT"),
pursuant to which Lenders have agreed to make certain loans and other financial
accommodations to or for the account of Borrower; and
WHEREAS, Borrower, Agent and Lenders have agreed to further amend the
Credit Agreement, on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
respective parties hereto hereby agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. Effective upon satisfaction of the
conditions precedent set forth in SECTION 2 below, and in reliance upon the
representations and warranties of Borrower set forth herein and in the other
Credit Documents, the Credit Agreement is hereby amended as follows:
1.1 SECTIONS 8.1 and 8.2, respectively, of the Credit
Agreement are hereby deleted in their entirety and the following language is
hereby substituted therefor:
8.1 CERTAIN FINANCIAL COVENANTS.
(a) FIXED CHARGE COVERAGE RATIO. Borrower shall not
permit the Fixed Charge Coverage Ratio, as determined as of each date
set forth below, for the twelve month period ending on such date, to be
less than the ratio set forth below opposite such date:
<Page>
<Table>
<Caption>
DATE MINIMUM RATIO
---- -------------
<S> <C> <C>
August 31, 2001 1.15 to 1.00
November 30, 2001 1.15 to 1.00
February 28, 2002 1.15 to 1.00
May 31, 2002 1.15 to 1.00
August 31, 2002 1.15 to 1.00
November 30, 2002 1.05 to 1.00
February 28, 2003 1.05 to 1.00
May 31, 2003 1.05 to 1.00
August 31, 2003 1.05 to 1.00
November 30, 2003 and the last day
of each fiscal quarter of Borrower
ending thereafter 1.10 to 1.00
</Table>
(b) LEVERAGE RATIOS.
(i) Borrower shall not permit the Total
Leverage Ratio, as determined as of each date set forth below,
for the twelve-month period ending on such date, to be greater
than the ratio set forth below opposite date:
<Table>
<Caption>
DATE MAXIMUM RATIO
---- -------------
<S> <C> <C>
August 31, 2001 4.00 to 1.00
November 30, 2001 3.40 to 1.00
February 28, 2002 3.40 to 1.00
May 31, 2002 3.45 to 1.00
August 31, 2002 3.00 to 1.00
November 30, 2002 2.85 to 1.00
February 28, 2003 2.90 to 1.00
May 31, 2003 2.90 to 1.00
August 31, 2003 2.90 to 1.00
November 30, 2003 2.90 to 1.00
February 29, 2004 and the
last day of each fiscal
quarter of Borrower ending
thereafter 2.80 to 1.00
</Table>
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(ii) Borrower shall not permit the
Senior Leverage Ratio, as determined as of each date
set forth below, to be greater than the ratio set
forth below opposite date:
<Table>
<Caption>
DATE MAXIMUM RATIO
---- -------------
<S> <C> <C>
August 31, 2001 3.30 to 1.00
November 30, 2001 3.00 to 1.00
February 28, 2002 2.80 to 1.00
May 31, 2002 2.80 to 1.00
August 31, 2002 2.80 to 1.00
November 30, 2002 2.40 to 1.00
February 28, 2003 2.40 to 1.00
May 31, 2003 2.30 to 1.00
August 31, 2003 2.30 to 1.00
November 30, 2003 2.30 to 1.00
February 29, 2004 and the
last day of each fiscal
quarter of Borrower ending
thereafter 2.10 to 1.00
</Table>
(c) INTEREST COVERAGE RATIO. Borrower shall
not permit the Interest Coverage Ratio, as determined
as of each date set forth below for the twelve-month
period ending on such date to be the less than the
ratio set forth below opposite such date:
<Table>
<Caption>
DATE MINIMUM RATIO
---- -------------
<S> <C> <C>
August 31, 2001 2.15 to 1.00
November 30, 2001 2.70 to 1.00
February 28, 2002 2.75 to 1.00
May 31, 2002 2.85 to 1.00
August 31, 2002 3.10 to 1.00
November 30, 2002 3.20 to 1.00
February 28, 2003 3.25 to 1.00
May 31, 2003 3.40 to 1.00
August 31, 2003 3.80 to 1.00
November 30, 2003 3.80 to 1.00
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February 28, 2004 4.20 to 1.00
May 31, 2004 4.20 to 1.00
August 31, 2004 4.20 to 1.00
November 30, 2004 and the
last day of each fiscal
quarter of Borrower ending
thereafter 4.70 to 1.00
</Table>
8.2 CAPITAL EXPENDITURES. Borrower shall not and
shall not permit any of its Subsidiaries to, directly or
indirectly, make payments for Capital Expenditures in any
fiscal year of Borrower, in the aggregate for Borrower and its
Subsidiaries combined, in excess of (a) in the case of the
fiscal year of Borrower ending as of May 31, 2002, $3,000,000,
and (b) in the case of each fiscal year of Borrower ending
thereafter, $2,000,000 (the foregoing permitted amounts, with
respect to any fiscal year of Borrower, being herein referred
to as the "CAPEX BASE AMOUNT" for such fiscal year); PROVIDED
that if, in any fiscal year, the aggregate amount of actual
Capital Expenditures made by Borrower and its Subsidiaries is
less than the Capex Base Amount for such fiscal year (the
amount by which the Capex Base Amount for any fiscal year
exceeds the actual Capital Expenditures made by Borrower and
its Subsidiaries in such fiscal year being herein referred to
as the "AVAILABLE CAPEX CARRY-OVER AMOUNT" for such fiscal
year), then Borrower and its Subsidiaries may make Capital
Expenditures in the immediately succeeding fiscal year in an
aggregate amount up to the sum of (i) the Capex Base Amount
for such immediately succeeding fiscal year and (ii) fifty
percent (50%) of the Available Capex Carry-Over Amount for the
immediately preceding fiscal year; PROVIDED, FURTHER, that
Capital Expenditures made by Borrower or any of its
Subsidiaries in such immediately succeeding fiscal year shall
first be charged against the Capex Base Amount for such fiscal
year and shall only thereafter be charged against the portion
of the Available Capex Carry-Over Amount, if any, from the
immediately preceding fiscal year.
2. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date hereof upon satisfaction in full of each of the following conditions:
(a) Agent shall have received a copy of this Amendment, duly
executed and delivered by each of the Credit Parties and the Majority
Lenders, together with all other acknowledgments and/or consents, if
any, requested by it, each of which shall be in form and substance
satisfactory to Agent;
(b) Borrower shall have (i) requested a Borrowing in the
amount of $3,000,000, and (ii) authorized and directed Agent to repay
the Term Loans in the full amount of the proceeds thereof and to apply
such repayment to reduce the then remaining scheduled installments of
principal on the Term Loans in the inverse order of
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their maturity; and
(c) Agent shall have received in immediately
available Dollars for the ratable account of the Lenders an amendment
fee in the amount of $83,375.00.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
3.1 Borrower hereby represents and warrants to Agent and each
of the Lenders that, after giving effect to this Amendment:
(a) All representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all
material respects on and as of the date of this Amendment, in each case
as if then made, other than representations and warranties that
expressly relate solely to an earlier date (in which case such
representations and warranties remain true and correct in all material
respects on and as of such earlier date, except for changes permitted
by the Credit Agreement);
(b) No Default or Event of Default has occurred which is
continuing;
(c) This Amendment and the Credit Agreement, as amended
hereby, constitute the legal, valid and binding obligations of Borrower
and are enforceable against Borrower in accordance with their
respective terms, except as such enforceability may be limited by (i)
the effect of any applicable bankruptcy, insolvency reorganization,
moratorium or similar laws affecting creditors' rights generally and
(ii) general principles of equity; and
(d) The execution and delivery of this Amendment does not
require the consent or approval of any Person.
3.2 Notwithstanding anything to the contrary contained in the
Credit Agreement and any of the other Credit Documents, Borrower hereby
covenants and agrees with the Agent and each of the Lenders that, (a) in
addition to any other mandatory repayments of the Loans required pursuant to the
terms and provisions of the Credit Agreement and the other Credit Documents, on
the date upon which Borrower or any Subsidiary of Borrower (including, without
limitation, any such Subsidiary incorporated or otherwise organized outside of
the United States or any territory thereof) receives any cash proceeds of the
sale or other disposition (net of costs and expenses, and repayments of
Indebtedness, in each case resulting therefrom or required in connection
therewith) of all or substantially all of the assets and/or Capital Securities
of any direct or indirect Subsidiary of Borrower (including, without limitation,
any such Subsidiary incorporated or otherwise organized outside of the United
States or any territory thereof), Borrower shall immediately deposit or cause
such net cash proceeds to be immediately deposited into the BT Account for
application to the Loans as follows: FIRST, in repayment of the aggregate then
outstanding principal balance of the Term Loans, in an amount up to $10,000,000
(such repayment of the Term Loans to be applied to reduce the then remaining
scheduled installments of principal on the Term Loans in the inverse order of
their maturity), and, SECOND, with respect to any such net cash proceeds
remaining after such application, (i) in repayment of the aggregate then
outstanding principal balance of
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the Term Loans in the amount of 50% of such remaining net cash proceeds (such
repayment of the Term Loans to be applied to reduce the then remaining scheduled
installments of principal on the Term Loans in the inverse order of their
maturity), and (ii) in repayment of the aggregate then outstanding principal
balance of the Revolving Loans, in the amount of 50% of such remaining net cash
proceeds.
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS.
4.1 Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import, and each reference in each of the other Credit Documents
to the "Credit Agreement" shall in each case mean and be a reference to the
Credit Agreement as amended hereby.
4.2 Except as expressly set forth herein, (i) the execution
and delivery of this Amendment shall in no way affect any of the respective
rights, powers or remedies of Agent or any of the Lenders with respect to any
Default or Event of Default nor constitute a waiver of any provision of the
Credit Agreement or any of the other Credit Documents and (ii) all of the
respective terms and provisions of the Credit Agreement, the other Credit
Documents and all other documents, instruments, amendments and agreements
executed and/or delivered by Borrower pursuant thereto or in connection
therewith shall remain in full force and effect and are hereby ratified and
confirmed in all respects. The execution and delivery of this Amendment by Agent
and the respective Lenders shall in no way obligate Agent or any of the Lenders,
at any time hereafter, to consent to any other amendment or modification of any
term or provision of the Credit Agreement or any of the other Credit Documents,
whether of a similar or different nature.
5. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES.
6. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. Any such counterpart
which may be delivered by facsimile transmission shall be deemed the equivalent
of an originally signed counterpart and shall be fully admissible in any
enforcement proceedings regarding this Amendment.
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[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date first set forth above.
BORROWER:
WEIDER NUTRITION GROUP, INC., a
Utah corporation
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
AGENT:
BANKERS TRUST COMPANY, in its capacity as Agent
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
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LENDERS:
BANKERS TRUST COMPANY
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
DIME COMMERCIAL CORP.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
KEY BANK NATIONAL ASSOCIATION
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
LASALLE BANK NATIONAL ASSOCIATION
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
US BANK NATIONAL ASSOCIATION
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
ZIONS FIRST NATIONAL BANK
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
<Page>
ACKNOWLEDGMENT
Reference is hereby made to that certain Subordination Agreement dated
as of June 30, 2000 (the "SUBORDINATION AGREEMENT"), executed by the
undersigned, WYNNCHURCH CAPITAL PARTNERS, L.P., a Delaware limited partnership,
and WYNNCHURCH CAPITAL PARTNERS CANADA, L.P., an Alberta limited partnership
(collectively, the "SUBORDINATED HOLDERS"), in favor of BANKERS TRUST COMPANY, a
New York banking corporation, acting in its capacity as Agent for the Lenders
from time to time under the Credit Agreement referred to in the foregoing
Amendment No. 2 to Credit Agreement (the "AMENDMENT").
Each Subordinated Holder hereby acknowledges (i) receipt of a copy of
the Amendment and (ii) that the terms and provisions thereof do not affect in
any way the obligations and liabilities of such Subordinated Holder under the
Subordination Agreement or any of the other Credit Documents, all of which
obligations and liabilities remain in full force and effect and each of which is
hereby reaffirmed.
WYNNCHURCH CAPITAL PARTNERS, L.P.
By: Wynnchurch Partners, L.P.
Its: General Partner
By: Wynnchurch Management, Inc.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
WYNNCHURCH CAPITAL PARTNERS
CANADA, L.P.
By: Wynnchurch Partners Canada, L.P.
Its: General Partner
By: Wynnchurch Canada, GP, Inc.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
Dated as of August __, 2001
<Page>
ACKNOWLEDGMENT
Reference is hereby made to that certain Guaranty dated as of June 30,
2000 (the "GUARANTY"), executed by the undersigned, WEIDER NUTRITION
INTERNATIONAL, INC., a Delaware corporation ("WNI"), in favor of BANKERS TRUST
COMPANY, a New York banking corporation, acting in its capacity as Agent for the
Lenders from time to time under the Credit Agreement referred to in the
foregoing Amendment No. 2 to Credit Agreement (the "AMENDMENT").
WNI hereby acknowledges (i) receipt of a copy of the Amendment and (ii)
that the terms and provisions thereof do not affect in any way the obligations
and liabilities of WNI under the Guaranty or any of the other Credit Documents,
all of which obligations and liabilities remain in full force and effect and
each of which is hereby reaffirmed.
WEIDER NUTRITION INTERNATIONAL, INC.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
Dated as of August __, 2001
<Page>
ACKNOWLEDGMENT
Reference is hereby made to that certain Guaranty dated as of June 30,
2000 (the "GUARANTY"), executed by the undersigned, WEIDER HOLDINGS
(INTERNATIONAL), INC., a Delaware corporation ("WHI"), in favor of BANKERS TRUST
COMPANY, a New York banking corporation, acting in its capacity as Agent for the
Lenders from time to time under the Credit Agreement referred to in the
foregoing Amendment No. 2 to Credit Agreement (the "AMENDMENT").
WHI hereby acknowledges (i) receipt of a copy of the Amendment and (ii)
that the terms and provisions thereof do not affect in any way the obligations
and liabilities of WHI under the Guaranty or any of the other Credit Documents,
all of which obligations and liabilities remain in full force and effect and
each of which is hereby reaffirmed.
WEIDER HOLDINGS (INTERNATIONAL), INC.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
Dated as of August __, 2001