ELEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment")is dated as
of January 1,2000, by and between WHITEFORD FOODS VENTURE, L. P., a Texas
limited partnership (the "Borrower"), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association, successor by merger to PNC Bank, Ohio, National
Association, as Agent (the lVAgent"), for the Lenders under the below-defined
Credit Agreement, TRE F'IFTH THIRD BANK OF WESTERH OHIO, an Ohio state banking
corporation, and PNC BANK, NATIONAL ASSOCXATION, a national banking association,
successor by merger to PNC Bank, Ohio, Nstional Association, (each individually
a "Lender" and collectively, the "Lenders").
WITNESSETH:
WHEREAS, the Borrower, the Agent and the Lenders entered into a Credit
Ageement &ted June 13, 1994, which was subsequently amended by an Amendment to
Credit Agreement dated March 3 1,1995, a Second Amendment to Credit Agreement
dated April 20,1995, a Third Amendment to Credit Agreement dated July 11, 1995,
a Fourth Amendment to Credit Agreement dated November 7, 1995, a Fifth Amendment
and Waiver Agreement dated May 9, 1996, a Sixth Amendment to Credit Agreement
dated as of June 30, 1997, a Seventh Amendment and Waiver Agreement dated as of
March 26, 1998, nn Eighth Amendment to Credit Agreement dated July 1, 1998, a
Ninth Amendment to Credit Agreement dated as of May 3, 1999 and a Tenth
Amendment to Credit Agreement dated as of November 1, 1999 (collectively, the
uCredit Agreement")which evidences the Borrower's obligations for one or more
loans or other extensions of credit (the "Obligations"); and
WHEREAS, the Borrower, the Agent and the Lenders desire to amend the Credit
Agreement as provided for below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendments. The Credit Agreement is amended as follows:
1.1 Effective January 1, 2000, Section 2.1(e)is amended to delete
"December 3 1, 1999" from the fust sentence thereof and insert
"March 3 1,200O" in its place.
1.2 The first sentence of Section 2.8 of the Credit Agreement is
amended in its entirely as follows:
"For purposes of this Agreement, the term "Borrowing Base" shall mean an
amount equal to the sum of (i)85%of the net amount of "Eligible Accounts
Receivable," as herein&er defined, J&(ii)50%of the value of Borrower's
"Eligible Inventory," as hereinafter defined, but in no event shall the
amount of "Eligible Inventory" for purposes of determining the Borrowing
Base exceed $1,2SO, OOO. O0, &(iii)during the period of January 1,200O
through March 3 1,2000, $1,000,000.00 (the "Overadvance AmounP) subject to
the right of the Lenders to reduce the Overadvance Amount in their sole
discretion.
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2. Any and all references to the Credit Agreement in any other Loan
Documents shah be deemed to refer to such Credit Agreement as amended hereby.
Any initially capitalized terms used in this Amendment without definition shall
have the meanings assigned to those terms in the Credit Agreement.
3. This Amendment is deemed incorporated into each of the Loan Documents.
To the extent that any tcxm or provision of this Amendment is or may be deemed
expressly inconsistent with any term or provision in any Loan Document, the
terms and provisions hereof shall control.
4. The Borrower hereby represents and warrants that (a)all of its
representations and warranties in the Loan Documents are true and correct, and
(b)this Amendment has been duly authorized, executed and delivered and
constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms.
5. The Borrower acknowledges that Events of Default exist, including but
not limited to the Bomower's failure to comply with (i)the Borrowing Base
limitations of Sections 2.1 and 2.8 of the Credit Agreement and (ii)certain
financial covenants under Section 4 of the Credit Agreement, prior to and on the
date of this Amendment The Borrower acknowledges and agrees that the Lenders
shall have no further obligation to make advances under the Revolving Loans and
may in their sole discretion, immediately terminate the Revolving Loans,
accelerate payment of the outstanding principal balance of the Revolving Note
and exercise all of their rights and remedies under the Credit Agreement and
each of the other Loan Documents without any further prior notice to Borrower.
6. The Borrower and tire Lenders agree that no forbearance, delay or
inaction by the Lenders in the exercise of their rights and remedies, and no
continuing performance by the Lenders or the Borrower under the Credit
Agreement: (a)shall constitute (i)a modification or an alteration of the terms,
coaditions or covenants of the Credit Agreement or any other Loan Dmuments, all
of which remain in full force and effect; or (ii)a waiver, release or limitation
upon the Lenders'cxercisc of any of their rights and remedies thereunder, all of
which are hereby expressly reserved; or (b)shall relieve or release the Borrower
in any way from any of its respcotive duties, obligations, covenants or
agreements under the Credit Agreement or the other Loan Documents or from the
consequences of the Events of Default described above or any other Event of
Default thereunder or (c)obligate the Lenders to continue to make advances in
the future under the Revolving Loans or the Credit Agreement. Further, the
Lenders arc not obligated to waive the Events of Default described above or any
other Events of Default or defaults, whether now existing or which may occur
afler the date of this letter.
7. The Borrower hereby confirms that any collateral for the Obligations,
including but not limited to liens, security interests, mortgages, and pledges
granted by the Borrower or third parties (if applicable), shall continue
unimpaired and in full force and effect.
8. This Amendment will be binding upon and inure to the benefit of the
Borrower, the Agent and the Lenders and their respective successors and assigns.
9. Except as amended hereby, the terms and provisions of the ,Loa. n
Documents remain unchanged and in full force and effect. The Borrower expressly
ratifies and confirms the confession of judgment and waiver of jury trial
provisions.
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Executed as of the date first written above.
WHITEFORD FOODS VENTURE, L. P.,
a Texas limited partnership
By: G/W FOODS, INC., its general partner,
a Texas corporation .
By: /s/Albert D. Greenaway
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Print Name: Albert D. Greenaway
Title: President
PNC BANK, NATIONAL ASSOCIATION, as Agent
By:_____________________________________
Print Name: ____________________________
Title:__________________________________
FIFTH THIRD BANK OF WESTERN OHIO,
as a Lender
By:_____________________________________
Print Name: ____________________________
Title:__________________________________
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:_____________________________________
Print Name: ____________________________
Title:__________________________________
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STATE OF Ohio )
) ss:
)
COUNTY OF Darke
The foregoing instrument was acknowledged before me this 1st day of
February, 2000 by Albert D. Greenaway of G/W Foods, Inc., a Texas corporation,
on behalf of the corporation as general partner of Whiteford Foods Venture,
L.P., a Texas limited partnership.
/s/Sharon K. Henry
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Notary Public
SHARON K. HENRY
NOTARY PUBLIC, STATE OF OHIO
My commission expires Mav 4, 2000
Recorded in Darke County