WAIVER AND AMENDMENT AGREEMENT
WHEREAS, the City of Chaska, Minnesota (the "Municipality") and Lifecore
Biomedical, Inc., a Minnesota corporation (the "Borrower") entered into a
certain Loan Agreement dated as of September 1, 1990 (the "Loan Agreement"),
which agreement was assigned by the Municipality to Norwest Bank Minnesota,
National Association, as Trustee (the "Trustee") pursuant to a Trust Indenture
dated as of September 1, 1990 (the "Indenture") in connection with the issuance
and sale by the Municipality of its Industrial Development Revenue Bonds
(Lifecore Biomedical, Inc. Project), Series 1990 (the "Bonds"). Terms not
defined herein shall have the meanings set forth in the Indenture;
WHEREAS, the Borrower has requested the waiver of the current terms of
Sections 6.09(a)(i) and 6.09(d)(i) of the Loan Agreement and the modification of
Sections 6.09(a)(i) and (ii) and 6.09(d)(i) and (ii) of the Loan Agreement, as
amended by the Waiver and Amendment Agreement dated August 3, 1992, as further
amended by the Waiver and Amendment Agreement dated July 28, 1994 and as further
amended by the Waiver and Amendment Agreement dated July 27, 1995;
WHEREAS, the registered owners of all of the outstanding Bonds (herein the
"Bondholders") are willing to agree to the request of the Borrower and direct
the Trustee to consent thereto based on the Borrower's agreements set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
(1) Compliance with the current provisions of Section 6.09(a)(i) of the Loan
Agreement is hereby waived and Sections 6.09(a)(i) and (ii) of the Loan
Agreement are hereby amended to read as follows:
Section 6.09 (a) CASH FLOW COVERAGE TEST. (i) For the Fiscal Year ending
June 30, 1997, Borrower shall not be subject to a minimum Cash Flow Coverage
Ratio.
(ii) For each Fiscal Year commencing with the Fiscal Year ending June 30,
1998 ("Fiscal 1998"), the Borrower will, for the twelve-month period ending at
each fiscal quarter, maintain a minimum Cash Flow Coverage Ratio of 2.00:1. At
the Borrower's option, for purposes of computing the Cash Flow Coverage Ratio
for any of the first three quarters of Fiscal 1998, the Borrower shall be
permitted to base such calculation either upon Consolidated Adjusted Net Income
for the preceding twelve-month period or upon the Consolidated Adjusted Net
Income for the preceding six-month period, multiplied by two.
(2) Compliance with the current provisions of Section 6.09(d)(i) of the Loan
Agreement is hereby waived and Sections 6.09(d)(i) and (ii) of the Loan
Agreement are hereby amended to read as follows:
Section 6.09 (d) FIXED CHARGES COVERAGE TEST. (i) For the Fiscal Year
ending June 30, 1997, Borrower shall not be subject to a minimum Fixed Charges
Coverage Ratio.
(ii) For each Fiscal Year commencing with Fiscal 1998, the Borrower will,
for the twelve-month period ending at each fiscal quarter, maintain a minimum
Fixed Charges Coverage Ratio of 1.30:1. At the Borrower's option, for purposes
of computing the Fixed Charges Coverage Ratio for any of the first three
quarters of Fiscal 1998, the Borrower shall be permitted to base such
calculation either upon Consolidated Adjusted Net Income plus rental payments on
operating leases for the preceding twelve-month period or upon the Consolidated
Adjusted Net Income plus rental payments on operating leases for the preceding
six-month period, multiplied by two.
(3) Borrower agrees that, through July 1, 1997, it will make advance payments
of cash into the Bond Fund established pursuant Section 5.01 of the
Indenture. At all times during this period, Borrower shall have made
advance payments in a sufficient amount to satisfy the next two monthly
payments payable by Borrower pursuant to the Loan Agreement.
(4) The Bondholders hereby direct the Trustee, as assignee of the Loan
Agreement by the Municipality, to consent to the foregoing pursuant to
Article XII.
IN WITNESS WHEREOF, the parties have caused this agreement to be signed on
their behalf as of this 8TH day of JULY, 1996.
LIFECORE BIOMEDICAL, INC. NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
Signature /s/James W. Bracke Signature /s/Polly B. Berquist
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Print James W. Bracke Print Polly B. Berquist
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Title President and CEO Title Assistant Vice President
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PUTNAM MANAGED MUNICIPAL PUTNAM MUNICIPAL INCOME FUND
INCOME TRUST
Signature /s/Triet Nguyen Signature /s/Richard P. Wyke
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Print Triet Nguyen Print Richard P. Wyke
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Title Senior Vice President Title Senior Vice President
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PUTNAM TAX FREE HIGH
YIELD FUND
Signature /s/Triet Nguyen
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Print Triet Nguyen
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Title Senior Vice President
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