Exhibit 10.2 SECOND AMENDMENT THIS SECOND AMENDMENT dated as of January 16, 2004 (this "Amendment") amends the Credit Agreement dated as of July 16, 2001 (as previously amended, the "Credit Agreement") among American Italian Pasta Company (the "Company"), various financial institutions (the "Lenders") and Bank of America, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement. WHEREAS, the Company, the Lenders and the Administrative Agent have entered into the Credit Agreement; and WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more fully set forth herein; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1 Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Credit Agreement is amended as follows: 1.1 Deletion of Definition. The definition of "Covenant Change Notice" is deleted in its entirety. 1.2 Amendment to Section 10.6.2. Section 10.6.2 is amended in its entirety to read as follows: 10.6.2 Maximum Leverage Ratio. Not permit the Leverage Ratio for any Computation Period to exceed the applicable ratio set forth below for such Computation Period: Computation Period Ending Maximum Leverage Ratio Last day of first Fiscal Quarter of Fiscal 3.25 to 1 Year 2004 through last day of third Fiscal Quarter of Fiscal Year 2004 Last day of Fiscal Year 2004 and last day 3.00 to 1 of first Fiscal Quarter of Fiscal Year 2005 Last day of second Fiscal Quarter of Fiscal 2.75 to 1 Year 2005 and last day of third Fiscal Quarter of Fiscal Year 2005 Last day of Fiscal Year 2005 2.50 to 1 Thereafter 2.25 to 1 -1-
1.3 Amendment to Section 10.10. Clause (iii) of the first proviso to Section 10.10 of the Credit Agreement is amended in its entirety to read as follows: (iii) so long as no Event of Default or Unmatured Event of Default exists or would result therefrom, the Company may purchase, redeem or otherwise acquire shares of its capital stock or warrants or options to acquire any such shares, or pay cash dividends on its capital stock, in each case so long as the aggregate amount of all purchases, redemptions, other acquisitions and cash dividends made pursuant to this clause (iii) (collectively "Permitted Restricted Payments") during the term of this Agreement shall not exceed the sum of (A) $40,000,000 and (B) 25% of positive Consolidated Net Income for each completed Fiscal Year ending after October 3, 2003. 1.4 Amendments to Schedules. (a) Schedule 1.1(b) is amended by deleting the parenthetical phrase "(or, after receipt by the Administrative Agent of a Covenant Change Notice, Level VI)". (b) Schedule 9.8 is replaced with Schedule 9.8 hereto. SECTION 2 Representations and Warranties. The Company represents and warrants to the Administrative Agent and the Lenders that, after giving effect to the effectiveness hereof: (a) each warranty set forth in Section 9 of the Credit Agreement, as amended hereby (as so amended, the "Amended Credit Agreement"), is true and correct in all material respects as of the date of the execution and delivery of this Amendment by the Company, with the same effect as if made on such date; (b) no Event of Default or Unmatured Event of Default exists; and (c) there has not occurred a material adverse change since October 3, 2003 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole. SECTION 3 Effectiveness. This Amendment shall become effective when the Administrative Agent shall have received the following: (a) counterparts of this Amendment executed by the Company and the Required Lenders; (b) evidence that the Company has paid all accrued and invoiced fees and expenses of the Administrative Agent and the Arranger (including reasonable attorneys' fees); (c) an amendment fee for each existing Lender that delivers an executed signature page to this Amendment to the Administrative Agent by 5:00 p.m. (Chicago time) on January 16, 2004 in an amount equal to 0.05% of such Lender's Commitment on such date; -2-
(d) a Confirmation substantially in the form of Exhibit A; and (e) such other documents as the Administrative Agent may reasonably request. SECTION 4 Miscellaneous. 4.1 Continuing Effectiveness, etc. As herein amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness of this Amendment, all references in the Credit Agreement to "this Agreement" and in the other Loan Documents to the "Credit Agreement" or similar terms shall refer to the Amended Credit Agreement. 4.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. 4.3 Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such state. 4.4 Successors and Assigns. This Amendment shall be binding upon the Company, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Company, the Lenders and the Administrative Agent and the respective successors and assigns of the Lenders and the Administrative Agent. Delivered as of the day and year first above written. AMERICAN ITALIAN PASTA COMPANY By: /s/ Warren B. Schmidgall -------------------------------------- Name: Warren B. Schmidgall Title: Executive Vice President/Chief Financial Officer BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Jeffery T. White -------------------------------------- Name: Jeffery T. White Title: Assistant Vice President -3-
BANK OF AMERICA, N.A., as a Lender By: /s/ Thomas R. Mahoney -------------------------------------- Name: Thomas R. Mahoney Title: Senior Vice President BANK ONE, NA, with its main office in Chicago, IL, as Documentation Agent and as a Lender By: /s/ Danielle M. Clarke -------------------------------------- Name: Danielle M. Clarke Title: EVP U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent and as a Lender By: /s/ John P. Mills -------------------------------------- Name: John P. Mills Title: Vice President ING CAPITAL LLC By: /s/ William B. Redmond -------------------------------------- Name: William B. Redmond Title: Managing Director By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- -4-
FLEET NATIONAL BANK, as Co-Agent and as a Lender By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- KEYBANK NATIONAL ASSOCIATION, as Co-Agent and as a Lender By: /s/ David J. Wechter -------------------------------------- Name: David J. Wechter Title: Vice President COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Co-Agent and as a Lender By: /s/ Brad Peterson -------------------------------------- Name: Brad Peterson Title: Executive Director By: /s/ Brett Delfino -------------------------------------- Name: Brett Delfino Title: Executive Director WELLS FARGO BANK, N.A., as Co-Agent and as a Lender By: /s/ Wayne C. Lewis -------------------------------------- Name: Wayne C. Lewis Title: Vice President -5-
BANCA NAZIONALE DEL LAVORO S.P.A. By: /s/ Francesco Di Mario -------------------------------------- Name: Francesco Di Mario Title: Vice President By: /s/ Carlo Vecchi -------------------------------------- Name: Carlo Vecchi Title: Senior Vice President THE BANK OF NEW YORK By: /s/ John Paul Marotta -------------------------------------- Name: John Paul Marotta Title: Vice President COMERICA BANK By: /s/ Mack Leveille -------------------------------------- Name: Mack Leveille Title: Commercial Banking Officer COMMERCE BANK, N.A. By: /s/ Lance Holden -------------------------------------- Name: Lance Holden Title: Vice President SUNTRUST BANK, as Co-Agent and as a Lender By: /s/ Michael Lapresi -------------------------------------- Name: Michael Lapresi Title: Director -6-
UNICREDITO ITALIANO By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- UMB BANK, N.A. By: /s/ David A. Proffitt -------------------------------------- Name: David A. Proffitt Title: Senior Vice President COBANK, ACB By: /s/ S. Richard Dill -------------------------------------- Name: S. Richard Dill Title: Vice President FARM CREDIT SERVICES OF MINNESOTA VALLEY, D/B/A FCS COMMERCIAL FINANCE GROUP By: /s/ James M. Grafing -------------------------------------- Name: James M. Grafing Title: Sr. Vice President - Syndicated Finance AGFIRST, FCB By: /s/ Bruce B. Fortner -------------------------------------- Name: Bruce B. Fortner Title: Vice President -7-
U.S. AGBANK, FCB F/K/A FARM CREDIT BANK OF WICHITA By: /s/ Greg Somerhalder -------------------------------------- Name: Greg Somerhalder Title: Vice President FARM CREDIT SERVICES OF AMERICA, PCA By: /s/ Steven L. Moore -------------------------------------- Name: Steven L. Moore Title: Vice President GREENSTONE FARM CREDIT SERVICES, FLCA By: /s/ Laura M. Roessler -------------------------------------- Name: Laura M. Roessler Title: Capital Markets Lending Officer NORTHWEST FARM CREDIT SERVICES, PCA By: /s/ Jim D. Allen -------------------------------------- Name: Jim D. Allen Title: Senior Vice President -8-
EXHIBIT A FORM OF CONFIRMATION CONFIRMATION Dated as of January 16, 2004 To: Bank of America, N.A., individually and as administrative agent (in such capacity, the "Administrative Agent"), and the other financial institutions that are parties to the Credit Agreement referred to below Please refer to the following: (a) the Credit Agreement dated as of July 16, 2001 (as previously amended, the "Credit Agreement") among American Italian Pasta Company (the "Company"), various financial institutions and the Administrative Agent; (b) the Second Amendment to the Credit Agreement dated as of the date hereof (the "Second Amendment"; the Credit Agreement, as amended by the Second Amendment, is referred to as the "Amended Credit Agreement"); (c) the Collateral Assignment of Partnership Interests dated as of July 16, 2001 by the Company in favor of the Administrative Agent; (d) the Collateral Assignment of Partnership Interests dated as of July 19, 2002 by AIPC Finance, Inc. ("AIPC Finance") in favor of the Administrative Agent; (e) the Pledge Agreement dated as of July 16, 2001 among the Company, AIPC Finance and the Administrative Agent; (f) the Membership Interest Pledge Agreement dated as of July 19, 2002 by the Company and AIPC Finance in favor of the Administrative Agent; (g) the Guaranty dated as of July 16, 2001 by each of the undersigned (other than the Company) in favor of the Administrative Agent. Each document referred to in items (c) through (g) above is called a "Credit Document". Capitalized terms used but not defined herein shall have the respective meanings set forth in the Amended Credit Agreement. Each of the undersigned hereby confirms to the Lenders and the Administrative Agent that each Credit Document to which such undersigned is a party continues in full force and effect on the date hereof after giving effect to the Second Amendment and is the legal, valid and binding obligation of such undersigned, enforceable against such undersigned in accordance with its terms. -9-
Each of the undersigned hereby agrees with the Administrative Agent that (a) the obligations and liabilities guaranteed under the Guaranty and secured under each Credit Document include all obligations and liabilities of the Company under the Amended Credit Agreement and (b) each reference in each Credit Document to the "Credit Agreement" shall, on and after the date hereof, be deemed to be a reference to the Amended Credit Agreement. By its signature below, the Administrative Agent agrees to the provisions of clauses (a) and (b) of the preceding paragraph. [SIGNATURES BEGIN ON NEXT PAGE] -10-
IN WITNESS WHEREOF, the undersigned have executed this Confirmation as the date first above written. AMERICAN ITALIAN PASTA COMPANY By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- AIPC FINANCE, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- AIPC SALES CO. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- AIPC WISCONSIN, LIMITED PARTNERSHIP By: America Italian Pasta Company, its General Partner By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- -11-
AIPC MISSOURI, LLC By: American Italian Pasta Company, its Managing Member By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- AIPC SOUTH CAROLINA, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- AIPC ARIZONA, LLC By: AIPC Finance, Inc., its sole Member By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- ACKNOWLEDGED AND AGREED: BANK OF AMERICA, N.A., as Administrative Agent By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- -12-
SCHEDULE 9.8 SUBSIDIARIES The following are subsidiaries of American Italian Pasta Company: 1. AIPC Sales Co. 2. AIPC Finance, Inc. 3. AIPC South Carolina, Inc. 4. IAPC CV 5. AIPC Missouri, LLC 6. IAPC Beanina Holding BV 7. AIPC Wisconsin, Limited Partnership 8. IAPC UK Holdings Ltd 9. IAPC UK Ltd 10. Pasta Lensi s.r.l. (formerly known as AIPC Italia s.r.l.) 11. AIPC Arizona, LLC 12. IAPC Italia Leasing s.r.l. -13-