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EXHIBIT 10.108
SEVENTH AMENDMENT
Dated as of October 30, 1996
THIS SEVENTH AMENDMENT, dated as of October 30, 1996, amends the Revolving
Loan Agreement, dated as of March 30, 1990 (herein, as previously amended,
called the "Credit Agreement"), among MICHAEL FOODS, INC. (herein called the
"Company"), the banks listed therein (the "Banks") and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent (herein called the "Agent").
Terms defined in the Credit Agreement are, unless otherwise defined herein or
the context otherwise requires, used herein as defined therein.
WHEREAS, the Company, the Banks and the Agent have entered into the Credit
Agreement which provides for the Banks to make Advances to the Company from
time to time; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENTS. Effective on (and subject to the occurrence of)
the Seventh Amendment Effective Date (as defined below), the signature pages to
the Credit Agreement with respect to the Banks shall be amended by (a) deleting
Toronto Dominion (Texas), Inc. therefrom, (b) deleting the existing "Amount of
Commitment" and "Share" of each other existing Bank and substituting the
following therefor:
Amount of
Commitment Share Bank
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$25,000,000 38.461538461% Bank of America Illinois
$5,000,000 7.692307692% First Bank National Association,
formerly known as FirsTier Bank, N.A.,
Lincoln
$15,000,000 23.076923077% Cooperative Centrale
Raiffeisenboerenleenbank B.A.,
"Rabobank Nederland"
and (c) adding the following signature blocks and respective amount and share of
commitment:
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Amount of
Commitment Share Bank
- ---------- ----- ----
$10,000,000 15.384615385% BOATMEN'S NATIONAL BANK
By: ____________________________
Title: _________________________
Address: 10th and Baltimore
Kansas City, MO 64105
$10,000,000 15.384615385% NORWEST BANK MINNESOTA, N.A.
By: ____________________________
Title: _________________________
Address: Norwest Center
Sixth and Marquette Avenue
Minneapolis, MN 55479-0079
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Banks that (a) each warranty set forth in Section 7 of the
Credit Agreement is true and correct as of the date of the execution and
delivery of this Seventh Amendment by the Company, with the same effect as if
made on such date, except for such changes that do not constitute an Event of
Default or an Unmatured Event of Default under the Credit Agreement, (b) the
execution and delivery by the Company of this Seventh Amendment and the New
Notes (as hereinafter defined) and the performance by the Company of its
obligations under the Credit Agreement, as amended hereby (herein, as so
amended, called the "Amended Credit Agreement"), and under the New Notes (i)
are within the corporate powers of the Company, (ii) have been duly authorized
by all necessary corporate action, (iii) have received all necessary
governmental approval and (iv) do not and will not contravene or conflict with
any provision of law or of the charter or by-laws of the Company or of any
indenture, loan agreement or other contract, order or decree which is binding
upon the Company and (c) the Amended Credit Agreement and the New Notes are
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
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SECTION 3 EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective on such date (herein called the "Seventh Amendment
Effective Date") when the Agent shall have received each of the following
documents, each in form and substance satisfactory to the Agent: (a)
counterparts of this Seventh Amendment executed by the parties hereto; (b) New
Notes, substantially in the form of Exhibit A to the Credit Agreement (herein
called the "New Notes"), payable to the order of Boatmen's National Bank
(herein called "Boatmen's") and Norwest Bank Minnesota, N.A. (herein called
"Norwest") in the respective amounts of their commitments as set forth in
Section 1 above; (c) certified copies of resolutions of the Board of Directors
of the Company authorizing the execution and delivery of this Seventh Amendment
and the New Notes and the performance by the Company of its obligations under
the Amended Credit Agreement and the New Notes; (d) the opinion of Maun &
Simon, counsel to the Company; and (e) such other documents as the Agent or any
Bank may reasonably request in connection with the Company's authorization,
execution and delivery of this Seventh Amendment and the New Notes.
SECTION 4 ADDITION OF BANKS. Concurrently with the effectiveness of
this Seventh Amendment pursuant to Section 3, Boatmen's and Norwest shall each
become a "Bank" under and for all purposes of the Amended Credit Agreement and
shall be bound thereby and entitled to the benefits thereof with all the rights
and obligations of a Bank under the Amended Credit Agreement.
SECTION 5 DELETION OF BANK. Concurrently with the effectiveness of
this Seventh Amendment pursuant to Section 3 (but only after receipt of the
payments referred to in Section 6), Toronto Dominion (Texas), Inc. (herein
called "Toronto Dominion") shall cease to be a "Bank" under and for all
purposes of the Credit Agreement and shall no longer have any rights or
obligations thereunder, except for (i) rights to receive payment of
indemnities, reimbursements and other similar amounts from the Company
(including, without limitation, rights under Section 6.4 of the Credit
Agreement), and (ii) obligations to indemnify, reimburse or make payment to the
Agent, any Bank or the Company with respect to actions, failures to act,
conditions, circumstances or events on or prior to the date of such
effectiveness. Toronto Dominion agrees that it will promptly return to the
Company the Note issued to such institution under the Credit Agreement, marked
to show that such Note has been cancelled.
SECTION 6 PAYMENTS ON THE SEVENTH AMENDMENT EFFECTIVE DATE. To
facilitate the addition of Banks pursuant to Section 4 and the deletion of a
Bank pursuant to Section 5, the Company agrees that on the Seventh Amendment
Effective Date it will (i) prepay all outstanding Advances under the Credit
Agreement together with all
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interest accrued thereon and all amounts (if any) payable under Section 6.4 of
the Credit Agreement in connection with such prepayments and (ii) pay to
Toronto Dominion all accrued and unpaid fees payable to such Bank under the
Credit Agreement (it being understood that the Company may concurrently borrow
Advances under the Credit Agreement from the Banks in accordance with their pro
rata shares of the total amount of the commitments after giving effect hereto).
SECTION 7 MISCELLANEOUS.
SECTION 7.1 Continuing Effectiveness, etc. As herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the Seventh Amendment Effective Date, all
references in the Credit Agreement and the Notes to "Revolving Loan
Agreement", "Agreement" or similar terms shall refer to the Amended Credit
Agreement.
SECTION 7.2 Counterparts. This Seventh Amendment may be executed in
any number of couterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original but
all such counterparts shall together constitute one and the same Seventh
Amendment.
SECTION 7.3 Governing Law. This Seventh Amendment shall be a
contract made under and governed by the internal laws of the State of Illinois.
SECTION 7.4 Successors and Assigns. This Seventh Amendment shall be
binding upon the Company, the Banks and the Agents and their respective
successors and assigns, and shall inure to the benefit of the Company, the
Banks and the Agent and the respective successors and assigns of the Banks and
the Agent.
Delivered at Chicago, Illinois, as of the day and year first above
written.
MICHAEL FOODS, INC.
By: JOHN REEDY
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Title: VP-Finance
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: /s/ R. Guy Stapleton
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Title: R. Guy Stapleton
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Managing Director
BANK OF AMERICA ILLINOIS
By: /s/ R. Guy Stapleton
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Title: R. Guy Stapleton
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Managing Director
FIRST BANK NATIONAL ASSOCIATION,
formerly known as FirsTier Bank,
N.A., Lincoln
By: /s/ James M. Williams
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Title: Vice-President
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND"
By: /s/ Ian Reece Angela R. Reill
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Title: Vice President & Manager
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Vice President
BOATMEN'S NATIONAL BANK
By: /s/ Ellen M. Isch
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Title: Vice President
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NORWEST BANK MINNESOTA, N.A.
By: /s/ Jay Benusa
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Title: Vice President
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Solely for purposes of
Section 5 hereof:
TORONTO DOMINION (TEXAS), INC.
By: /s/ Neva Nesbitt
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Title: Neva Nesbitt
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Vice President
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