contradicted by evidence of prior, contemporaneous or subsequent oral agreements

 

                                                                   EXHIBIT 10.1

                                AMENDMENT NO. 10

                           Dated as of August 4, 1997

         This TENTH AMENDMENT between UNITED FOODS, INC., a Delaware corporation
(the "Borrower"), and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH (the "Bank").

         PRELIMINARY STATEMENTS. The Borrower and the Bank have entered into a
Revolving Credit Agreement, dated as of August 20, 1992 (as amended prior to the
date hereof and as may be further amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"; the terms defined in the Credit
Agreement being used herein as therein defined). Each of the Borrower and the
Bank wish to amend the Credit Agreement as hereinafter set forth.

         NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:

         SECTION 1. Amendment to Credit Agreement. Sections 1.01 and 6.09 of the
Credit Agreement are, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, hereby
amended by deleting the date "August 31, 1999" appearing said Sections and
substituting, in lieu thereof, the date "August 31, 2000".

         SECTION 2. Conditions of Effectiveness. This Tenth Amendment shall
become effective when, and only when, the Bank shall have received counterparts
of this Tenth Amendment executed by the Borrower.

         SECTION 3. Representations and Warranties of the Borrower.  The 
Borrower represents and warrants as follows:

         (a) The representations and warranties contained in Section 3.01 of the
Credit Agreement are true and correct on and as of the date hereof as though
made on and as of the date hereof.

         (b) The execution, delivery and performance by the Borrower of this
Tenth Amendment, and the Credit Agreement, as amended hereby, are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) the Borrower's charter or By-Laws, or
(ii) law or any contractual restriction binding on or affecting the Borrower, or
result in, or require, the creation of any lien, security interest or other
charge, encumbrance or upon or with respect to any of its properties.

         (c) No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
due execution, delivery and performance by the Borrower of this Tenth Amendment
or the Credit Agreement, as amended hereby.

         (d) This Tenth Amendment and the Credit Agreement, as amended hereby,
constitute, legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms, subject,
however, to the effect on such enforceability of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity (regardless whether such
enforceability is considered in a proceeding in equity or at law).

         (e) There is no pending or threatened action or proceeding affecting
the Borrower or any of its subsidiaries before any court, governmental agency or
arbitrator, which may materially adversely affect the condition, financial or
otherwise, or operations of the Borrower.

         (f) No event has occurred and is continuing which constitutes an Event
of Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.

         SECTION 4. Reference to and Effect on the Credit Agreement. (a) Upon
the effectiveness of Section 1 hereof, on and after the date hereof, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby, and each reference in the Note and the other Loan
Documents to the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.

         (b) Except as specifically amended above, the Credit Agreement and the
Note shall remain in full force and effect and are hereby ratified and confirmed
in all respects.

         (c) The execution, delivery and effectiveness of this Tenth Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Bank under the Credit Agreement, nor constitute a
waiver of any provision of the Credit Agreement.

         SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses of the Bank in connection with the preparation,
execution and delivery of this Tenth Amendment and the other instruments and
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel (who may be in-house
counsel) for the Bank with respect thereto and with respect to advising the Bank
as to its rights and responsibilities hereunder and thereunder. In addition, the
Borrower shall pay any and all stamp and other taxes payable or determined to be
payable in connection with the execution and delivery of this Tenth Amendment
and the other instruments and documents to be delivered hereunder, and agrees to
save the Bank harmless from and against any and all liabilities with respect to
or resulting from any delay in paying or omission to pay such taxes.

         SECTION 6. Execution in Counterparts. This Tenth Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.

         SECTION 7. Governing Law. This Tenth Amendment shall be governed by,
and construed in accordance with, the laws (without giving effect to the
conflicts of laws principles thereof) of the State of New York.

         SECTION 8. Final Agreement. This Tenth Amendment represents the final
agreement between you and us as to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties.

         IN WITNESS WHEREOF, the parties hereto have caused this Tenth Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                               UNITED FOODS, INC.
                               

                               By   /s/  Carl W. Gruenewald, II
                                 ----------------------------------------------
                                 Title:  Sr. Vice President - Finance Treasurer

                               COOPERATIEVE CENTRALE
                                RAIFFEISEN-BOERENLEENBANK
                                B.A., "RABOBANK NEDERLAND",
                                NEW YORK BRANCH

                               By   /s/  Dana W. Hemenway
                                 ------------------------------------
                                 Authorized Officer
                                 Vice President

                               By   /s/  Jan Reece
                                 ------------------------------------
                                 Authorized Officer
                                 Senior Credit Officer

 

Basic Info X:

Name: contradicted by evidence of prior, contemporaneous or subsequent oral agreements
Type: Contradicted by Evidence of Prior, Contemporaneous or Subsequent Oral Agreements
Date: Oct. 14, 1997
Company: UNITED FOODS INC
State: Delaware

Other info:

Date:

  • August 4 , 1997
  • August 20 , 1992
  • August 31 , 1999
  • August 31 , 2000

Location:

  • Delaware
  • B.A.
  • NEW YORK

Person:

  • Carl W. Gruenewald
  • Dana W. Hemenway
  • s Jan Reece