Microsoft Word 10.0.5522;
Exhibit 10.2.1
AMENDMENT, dated as of March 25, 2003 (this "Amendment") to the Credit
Agreement dated as of March 29, 2001, (as amended, restated, modified or
otherwise supplemented, from time to time, the "Credit Agreement") by and among
THE HAIN CELESTIAL GROUP, INC., a Delaware corporation (the "Company"), FLEET
NATIONAL BANK, a national banking association, as Administrative Agent and as a
Lender, SUNTRUST BANK, a Georgia banking corporation, as Syndication Agent and
as a Lender, HSBC BANK USA, a New York banking corporation, as Documentation
Agent and as a Lender, and the other Lenders party thereto.
WHEREAS, the Company has requested and the Administrative Agent and the
Lenders have agreed, subject to the terms and conditions of this Amendment, to
amend certain provisions of the Credit Agreement as hereinafter set forth. NOW,
THEREFORE, in consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:
Amendments.
The definition of "Acceptable Acquisition" in Section 1.01 of the Credit
Agreement is hereby amended by inserting the words "for which financial
statements have been delivered in accordance with Section 6.03 hereof"
immediately following the words "most recently concluded four fiscal quarters"
in subsections (c) and (d) thereof.
The definition of "Consolidated EBITDA" in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"Consolidated EBITDA" shall mean, for the Company and its Subsidiaries for
any period, the Consolidated Net Income (Net Loss) for such period, plus the
sum, without duplication, of (a) Consolidated Interest Expense, (b) depreciation
and amortization expenses or charges, (c) all income taxes to any government or
governmental instrumentality expensed on the Company's or its Subsidiaries'
books (whether paid or accrued), (d) reasonable and customary acquisition or
merger charges, restructuring charges that are both non-cash and non-recurring
and impairment of assets write-offs that are both non-cash and non-recurring
(provided that the portion of the sum of the items referred to in this clause
(d) that exceeds 25% of Consolidated EBITDA shall not be included for purposes
of this definition), and (e) cumulative non-cash change in accounting effects or
non-cash extraordinary items as determined in accordance with Generally Accepted
Accounting Principles minus the sum of (y) all extraordinary or unusual gains,
and (z) all interest income. All of the foregoing categories shall be calculated
with respect to the Company and its Subsidiaries on a consolidated basis in
accordance with Generally Accepted Accounting Principles applied on a consistent
basis and shall be calculated (without duplication) over the four fiscal
quarters immediately preceding the date of calculation thereof. For purposes of
clarification, the maximum amount of clause (d) items that may be included in
the calculation Consolidated EBITDA shall be equal to:
X minus X
----
.75
where "X" equals Consolidated EBITDA calculated without adding to
Consolidated Net Income (Net Loss) amounts described in clause (d) above.
Notwithstanding the foregoing, solely for purposes of (i) calculating the
ratio of Consolidated Total Funded Debt to Consolidated EBITDA in subsection (c)
of the definition of Acceptable Acquisition and (ii) calculating the financial
condition covenants set forth in Section 7.13 hereof for the four fiscal
quarters ended December 31, 2002 and March 31, 2003 (and not for purposes of
calculating the Interest Rate Margin, Standby LC Margin, Unused Fee Rate or any
other margin or fee), an amount not to exceed $17,917,000,
representing restructuring charges that are both non-cash and non-recurring
and impairment of assets write-offs that are both non-cash and non-recurring
incurred in the quarter ended June 30, 2002, shall be added (on a dollar for
dollar basis), without duplication of any amounts otherwise calculated for such
periods under clauses (a) through (e) above, to the calculation of Consolidated
EBITDA for such periods. The definition of "Revolving Credit Facility B
Commitment Termination Date" in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to provide as follows:
"Revolving Credit Facility B Commitment Termination Date" shall mean March
25, 2004.
Section 7.06(g)(iii)(A)(4) of the Credit Agreement is hereby amended
by inserting the words "for which a financial statement has been delivered in
accordance with Section 6.03 hereof" immediately following the words "as of the
then most recent fiscal quarter ended".
Miscellaneous.
Capitalized terms used
herein and not otherwise defined herein shall have the same meanings as defined
in the Credit Agreement. Except as expressly amended hereby, the Credit
Agreement shall remain in full force and effect in accordance with the original
terms thereof. The amendments herein contained are limited specifically to the
matters set forth above and do not constitute directly or by implication an
amendment or waiver of any other provision of Credit Agreement or any default
which may occur or may have occurred under the Credit Agreement.
The Company hereby represents and warrants that (a) after giving effect to
this Amendment, the representations and warranties by the Company and each
of its Subsidiaries pursuant to the Credit Agreement and the Loan Documents
to which each is a party are true and correct in all material respects as of the
date hereof with the same effect as though such representations and warranties
had been made on and as of such date, unless any such representation or warranty
is as of a specific date, in which case, as of such date, (b) after giving
effect to this Amendment, no Default or Event of Default has occurred and is
continuing. This Amendment shall become effective on the later of (i) March 27,
2003, (ii) when duly executed counterparts hereof which, when taken together,
bear the signatures of each of the parties hereto shall have been delivered to
the Administrative Agent, and (iii) when the Administrative Agent shall have
received from the Company, for the benefit of and pro rata distribution to each
Lender, a renewal fee with respect to the amendment set forth in paragraph 1(c),
in an amount equal to one-tenth of one percent (.10%) of the total of all
Lenders' Revolving Credit Facility B Commitments.
The Company represents and warrants that it has the corporate power and
authority to enter into, perform and deliver this Amendment and any other
documents, instruments, agreements or other writings to be delivered in
connection herewith and that this Amendment and all documents contemplated
hereby or delivered in connection herewith have each been duly executed and
delivered by the Company and the transactions contemplated herein have been duly
authorized. This Amendment shall constitute a Loan Document. THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. This Amendment may be
executed in one or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
Amendment.
Exhibit 10.2.1 (continued)
IN WITNESS WHEREOF, the Company and the Administrative Agent, as authorized
on behalf of the Lenders, have caused this Amendment to be duly executed by
their duly authorized officers, all as of the day and year first above written.
THE HAIN CELESTIAL GROUP, INC.
By: _________________________
Name: Ira J. Lamel
Title: Executive Vice President and Chief Financial Officer
FLEET BANK NATIONAL BANK,
as Administrative Agent
By: _________________________________
Name: Christopher J. Mendelsohn
Title: Senior Vice President
ACKNOWLEDGMENT
Each of the undersigned, not parties to the Credit Agreement but each a
Guarantor under a Guaranty dated as of March 29, 2001 (and as of June 18, 2001,
with respect to Hain-Yves, Inc.), hereby acknowledges and agreed to the terms of
the Amendment contained herein and confirms that its Guaranty is in full force
and effect.
CELESTIAL SEASONINGS, INC.
ARROWHEAD MILLS, INC.
KINERET FOODS CORPORATION
WESTBRAE NATURAL, INC.
HAIN PURE FOOD CO., INC.
NATURAL NUTRITION GROUP, INC.
LITTLE BEAR ORGANIC FOODS, INC.
WESTBRAE NATURAL FOODS, INC.
HEALTH VALLEY COMPANY
AMI OPERATING, INC.
DEBOLES NUTRITIONAL FOODS, INC.
DANA ALEXANDER, INC.
MOUNTAIN CHAI COMPANY
HAIN-YVES, INC.
By:______________________________
Name: Ira J. Lamel
Title:Executive Vice President and Chief Financial
Officer of each of the above-referenced companies