Exhibit 10.1
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, as further amended by the Waiver and Amendment Agreement dated July 27,
1995 and as further amended by the Waiver and Amendment Agreement dated
July 8, 1996;
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, 1998, 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, 1999 ("Fiscal 1999"), 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 1999, 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, 1998, Borrower shall not be subject to a minimum Fixed
Charges Coverage Ratio.
(ii) For each Fiscal Year commencing with Fiscal 1999, 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 1999, 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, 1998, 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 1st day of July, 1997.
LIFECORE BIOMEDICAL, INC. NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
Signature /s/ James W. Bracke Signature /s/ Paula Hecht
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Print James W. Bracke Print Paula Hecht
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Title President & CEO Title Corporate Trust Officer
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PUTNAM MANAGED MUNICIPAL MINNESOTA TAX EXEMPT INCOME
INCOME TRUST FUND II
Signature /s/ Richard P. Wyke Signature /s/ Leslie J. Burke
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Print Richard P. Wyke Print Leslie J. Burke
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Title V.P. Title 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 Sr. VP
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