Exhibit 10.3
July 19, 2005
American Italian Pasta Company
4100 N. Mulberry Drive
Suite 200
Kansas City, MO 64116
Re: Waivers under Credit Agreement
Ladies/Gentlemen:
Please refer to the Credit Agreement dated as of July 16, 2001 (as amended,
the "Credit Agreement") among American Italian Pasta Company (the "Company"),
various financial institutions and Bank of America, N.A., as administrative
agent (in such capacity, the "Administrative Agent"). Capitalized terms used but
not otherwise defined herein shall have the respective meanings given to them in
the Credit Agreement.
At the request of the Company, the Required Lenders waive until the Waiver
Termination Date (as defined below) any Event of Default (collectively, the
"Known Defaults") arising from (a) the failure of the Company to comply with
Section 10.6.1 (Minimum Fixed Charge Coverage Ratio), 10.6.2 (Maximum Leverage
Ratio) and 10.6.4 (Minimum EBITDA) of the Credit Agreement for the Computation
Period ended July 1, 2005 and (b) the failure of the Company to comply with
Section 10.2(i) of the Credit Agreement or the inaccuracy of the representation
and warranty in Section 9.4 of the Credit Agreement or of any certificate
delivered pursuant to Section 10.1.1, 10.1.2 or 10.1.3 with respect to any
financial statements previously delivered by the Company to the Administrative
Agent or any Lender pursuant to the Credit Agreement, in each case to the extent
arising out of the matters described by the Company to the Lenders in a
conference call on July 12, 2005.
As used herein, "Waiver Termination Date" means the earliest to occur of
(i) the occurrence of any Event of Default or Unmatured Event of Default other
than the Known Defaults, (ii) September 16, 2005 and (iii) the date of the
effectiveness of an amendment to the Credit Agreement amending the financial
covenants set forth in clause (a) of the preceding paragraph.
In consideration of the waivers set forth above, the Company and the
Required Lenders agree that (a) the $30,000,000 reduction in the Aggregate
Revolving Commitment Amount that is scheduled to occur on the first day of
Fiscal Year 2006 shall instead occur upon the effectiveness hereof and (b) the
$5,000,000 limitation set forth in Section 10.12(v) of the Credit Agreement
shall apply to all sales and other dispositions of assets during any Fiscal
Year.
This waiver letter is limited to the matters specifically set forth herein
and shall not be deemed to constitute a waiver, consent or amendment with
respect to any other matter whatsoever. Except as specifically set forth herein,
the Credit Agreement shall remain in full force and effect and is hereby
ratified in all respects.
This waiver letter may be executed in counterparts (including by facsimile)
and by the parties hereto on separate counterparts. A signature page hereto
delivered by facsimile shall be effective as delivery of an original
counterpart.
This waiver letter shall become effective when the Administrative Agent has
received (a) counterparts hereof executed by the Required Lenders and
acknowledged by the Company and each Guarantor and (b) a waiver fee for each
Lender that, on or prior to 12:00 noon (Chicago time) on July 19, 2005, delivers
an executed counterpart hereof to the Administrative Agent, such waiver fee to
equal 0.10% of the sum of (i) the outstanding principal amount of such Lender's
Term Loan and (ii) such Lender's Revolving Commitment (after giving effect to
the reduction in the Aggregate Revolving Commitment Amount referred to in the
fourth paragraph hereof).
[SIGNATURES ON NEXT PAGE]
This letter agreement 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.
BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ Jeffery T. White
--------------------------------------
Name: Jeffery T. White
Title: Assistant Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/ John P. Mills
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Name: John P. Mills
Title: Vice President
JPMORGAN CHASE BANK, N.A. (f/k/a Bank
One, NA), as Documentation Agent and as a
Lender
By: /s/ Danielle M. Clarke
--------------------------------------
Name: Danielle M. Clark
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as
Syndication Agent and as a Lender
By:
--------------------------------------
Name:
------------------------------------
Title:
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ING CAPITAL LLC
By: /s/ Lina A. Garcia
--------------------------------------
Name: Lina A. Garcia
Title: Vice President
KEYBANK NATIONAL ASSOCIATION, as Co-Agent
and as a Lender
By:
--------------------------------------
Name:
------------------------------------
Title:
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COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH, as Co-Agent
and as a Lender
By: /s/ Brad Peterson
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Name: Brad Peterson
Title: Executive Director
By: /s/ Brett Delfino
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Name: Brett Delfino
Title: Executive Director
WELLS FARGO BANK, N.A., as Co-Agent and
as a Lender
By:
--------------------------------------
Name:
------------------------------------
Title:
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BANCA NAZIONALE DEL LAVORO S.P.A.
By: /s/ Francesco Di Mario
--------------------------------------
Name: Francesco Di Mario
Title: Senior Manager
By: /s/ Donna La Spina
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Name: Donna La Spina
Title: Relationship Manager
THE BANK OF NEW YORK
By: /s/ Mark Wrigley
--------------------------------------
Name: Mark Wrigley
Title: Vice President
COMERICA BANK
By: /s/ Mark J. Leveille
--------------------------------------
Name: Mark J. Leveille
Title: CBO
COMMERCE BANK, N.A.
By: /s/ Wayne C. Lewis
--------------------------------------
Name: Wayne C. Lewis
Title: Vice President
SUNTRUST BANK, as Co-Agent and as a
Lender
By: /s/ Hugh E. Brown
--------------------------------------
Name: Hugh E. Brown
Title: Vice President
UNICREDITO ITALIANO
By:
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Name:
------------------------------------
Title:
-----------------------------------
By:
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Name:
------------------------------------
Title:
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UMB BANK, N.A.
By: /s/ David A. Proffitt
----------------------
Name: David A. Profitt
Title: Senior Vice President
COBANK, ACB
By: /s/ S. Richard Dill
--------------------------------------
Name: S. Richard Dill
Title: Vice President
FARM CREDIT SERVICES OF MINNESOTA VALLEY
PCA D/B/A FCS COMMERCIAL FINANCE GROUP
By: /s/ Daniel J. Best
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Name: Daniel J. Best
Title: Commercial Loan Officer
AGFIRST, FCB
By: /s/ Bruce B. Fortner
--------------------------------------
Name: Bruce B. Fortner
Title: Vice President
U.S. AGBANK, FCB (f/k/a Farm Credit Bank
of Wichita)
By: /s/ Greg E. Somerhalder
--------------------------------------
Name: Greg E. 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/ Alfred S. Compton
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Name: Alfred S. Compton
Title: Vice President
NORTHWEST FARM CREDIT SERVICES, PCA
By: /s/ Jim D. Allen
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Name: Jim D. Allen
Title: Senior Vice President
ACKNOWLEDGED AND AGREED:
AMERICAN ITALIAN PASTA COMPANY
By: /s/ Timothy S. Webster
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Name: Timothy S. Webster
Title: President and CEO
AIPC FINANCE, INC.
By: /s/ George D. Shadid
--------------------------------------
Name: George D. Shadid
Title: Authorized Agent
AIPC SALES CO.
By: /s/ Timothy S. Webster
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Name: Timothy S. Webster
Title: President and CEO
AIPC WISCONSIN, LIMITED PARTNERSHIP
By: America Italian Pasta Company, its General Partner
By: /s/ Timothy S. Webster
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Name: Timothy S. Webster
Title: President and CEO
AIPC MISSOURI, LLC
By: American Italian Pasta Company, its Managing Member
By: /s/ Timothy S. Webster
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Name: Timothy S. Webster
Title: President and CEO
AIPC SOUTH CAROLINA, INC.
By: /s/ George D. Shadid
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Name: George D. Shadid
Title: Authorized Agent
AIPC ARIZONA, LLC
By: AIPC Finance, Inc., its sole Member
By: /s/ George D. Shadid
--------------------------------------
Name: George D. Shadid
Title: Authorized Agent