Exhibit 10.1.4
AMENDMENT TO CREDIT AGREEMENT
AMENDMENT, dated as of April 5, 1999 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of May 1, 1998 (as amended,
modified or supplemented from time to time in accordance with its terms, the
"Credit Agreement"), by and among Millbrook Distribution Services Inc., a
Delaware corporation ("Millbrook"), The B. Manischewitz Company, LLC, a Delaware
limited liability company ("Manischewitz" and, together with Millbrook, the
"Borrowers"), the lenders (the "Lenders") named in Schedules 2.01(a) and 2.01(b)
to the Credit Agreement (as hereinafter defined), The Chase Manhattan Bank, as
administrative and collateral agent (in such capacity, the "Agent") for the
Lenders, and NationsBank, N.A., as co-agent and documentation agent.
WHEREAS, the Borrowers have requested that the Required
Lenders amend a provision of the Credit Agreement and the Required Lenders have
so agreed to amend such provision as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise specifically defined
herein, all capitalized terms used herein shall have the respective meanings
ascribed to such terms in the Credit Agreement.
2. Amendment to Credit Agreement. Subject to the conditions
as to effectiveness set forth in Paragraph 5 of this Amendment, Section 7.04 of
the Credit Agreement is hereby amended by adding a new clause (w) immediately
preceding clause (x) of said Section which reads as follows:
"(w) the Borrowers may make distributions or dividends to
Enterprises so that Enterprises can repurchase the Senior
Notes and/or that Enterprises can make distributions or
dividends to Holdings so that Holdings can repurchase the
Interest Reserve Notes; provided, however, that (i) in no
event shall the aggregate amount so distributed by the
Borrowers to Enterprises with the proceeds of a Revolving
Credit Loan exceed $18,000,000, (ii) in the event that
Enterprises does not retire the Senior Notes upon their
repurchase, Enterprises shall cause such Senior Notes to be
pledged to the Agent (for the ratable benefit of the Lenders)
pursuant to the Pledge Agreement and (iii) in no event shall
(A) the Borrowers make any such distribution to Enterprises or
(B) Enterprises make any such distribution to Holdings, if, in
either case, such distribution is not permitted by the terms
of the Indenture, dated as of May 1, 1998, among Enterprises,
the guarantors named therein and The Chase Manhattan Bank, as
successor to PNC Bank, National Association, as amended."
3. Covenant. The Borrowers hereby agree that upon the making
of the distribution to Enterprises referred to in Paragraph 2 above, the
Borrowers shall deliver to the Agent an accounting of the Senior Notes and/or
Interest Reserve Notes that were purchased with the proceeds of such
distribution.
4. Representations and Warranties. The Borrowers hereby
represent and warrant as of the date hereof as follows (which representations
and warranties shall survive the execution and delivery of this Amendment):
(1) All representations and warranties made by the
Borrowers in Article IV of the Credit Agreement and each of the other Loan
Documents are true and correct in all material respects as of the date hereof
with the same force and effect as if made on such date (except to the extent
that any such representation or warranty relates expressly to an earlier date).
(2) Each Borrower has the requisite power to execute,
deliver and carry out the terms and provisions of this Amendment.
(3) This Amendment has been duly executed and delivered
and constitutes the legal, valid and binding obligation of the Borrowers, and is
enforceable in accordance with its terms subject (i) as to enforcement of
remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting the enforcement of creditors' rights generally,
from time to time in effect, and (ii) to general principles of equity.
(4) No event has occurred and is continuing which
constitutes or would constitute a Default or an Event of Default under the
Credit Agreement.
5. Conditions Precedent. Notwithstanding any term or
provision of this Amendment to the contrary, Paragraph 2 hereof shall not become
effective until (i) the Agent shall have received counterparts of this
Amendment, duly executed and delivered on behalf of the Borrowers, Enterprises,
the Agent and the Lenders and (ii) the Borrowers shall have paid a fee equal to
$15,000 to each Lender signing this Amendment .
6. Fees and Expenses of Agent. The Borrowers agree to pay
all reasonable fees and out-of-pocket expenses incurred by the Agent in
connection with this Amendment, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel to the Agent.
7. References to Credit Agreements. The term "Agreement",
"hereof", "herein" and similar terms as used in the Credit Agreement, and
references in the other Loan Documents to the Credit Agreement, shall mean and
refer to, from and after the effective date of the amendment contained herein as
determined in accordance with Paragraph 5 hereof, the Credit Agreement as
amended by this Amendment.
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8. Continued Effectiveness. Nothing herein shall be deemed
to be a waiver of any covenant or agreement contained in, or any Default or
Event of Default under, the Credit Agreement, and each of the parties hereto
agrees that, as amended by this Amendment, all of the covenants and agreements
and other provisions contained in the Credit Agreement and the other Loan
Documents shall remain in full force and effect from and after the date of this
Amendment.
9. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be an original, and all of which, taken
together, shall constitute a single instrument. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
10. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of New York (other than
the conflicts of laws principles thereof).
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.
MILLBROOK DISTRIBUTION SERVICES INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
THE B. MANISCHEWITZ COMPANY, LLC
By: Xxxxxxx X. Xxxxxxxxx, its managing member
/s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxxx
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THE CHASE MANHATTAN BANK, as Agent and
Lender
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A., as Lender and Co-Agent
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
FLEET BUSINESS CREDIT CORPORATION, as
Lender
By: /s/ Xxxxx X. Skavta
------------------------------------
Name: Xxxxx X. Skavta
Title: Senior Vice President
FLEET NATIONAL BANK, as Lender
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
LASALLE BUSINESS CREDIT CORPORATION, as
Lender
By: /s/ Xxxxxxxx X Xxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
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As to Paragraph 2 only:
R.A.B. ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
