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:
1. Amendments.
(a) 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.
(b) 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.
(c) 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.
(d) 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".
2. 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
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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) ▇▇▇▇▇ ▇▇, ▇▇▇▇,
(▇▇) 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.
[the next page is the signature page]
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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: /s/ ▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
FLEET BANK NATIONAL BANK,
as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
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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 ▇▇▇▇▇, 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.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, INC.
MOUNTAIN CHAI COMPANY
HAIN-YVES, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President and Chief
Financial Officer of each of the
above-referenced companies
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