Exhibit 10.1


 


PIERRE FOODS, INC.


 


AMENDMENT NO. 1 TO CREDIT
AGREEMENT





Dated
as of April 3, 2006


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”),
among PIERRE FOODS, INC., a North
Carolina corporation (the “Borrower”), the Lenders (as hereinafter defined)
party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
(in such capacity, the “Administrative Agent”).


 


W I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Borrower, the lenders party thereto (collectively, the “Lenders”) and the Administrative Agent are parties to that
certain Credit Agreement dated as of June
30, 2004 (as amended, supplemented or otherwise modified through the
date hereof, the “Credit
Agreement”; capitalized terms not otherwise defined in this
Amendment being used herein with the meanings as specified in the Credit
Agreement); and


 


WHEREAS, the Borrower, the Administrative Agent and each of the Lenders
party hereto have agreed to amend the Credit Agreement as set forth herein;


 


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 hereby agree as follows:


 


Amendment of Credit Agreement.


 


(i)            Clause (a) of
the definition of “Applicable Margin” in Section 1.01 of the Credit Agreement
is hereby amended to read as follows:


 


“(a)         with respect to the Term B Facility, a per annum
rate equal to:


(i)    in the case of Base Rate Loans, 1.00%; and


(ii)   in the case of Eurodollar Rate Loans, 2.00% and”


(ii)           Section 2.07(a)
of the Credit Agreement is hereby amended by deleting the reference to “Section
2.06” and inserting “Section 2.05” in lieu thereof.


 


(iii)          Section
7.02(c)(iv) of the Credit Agreement is amended by deleting the figure “$5,000,000”
and inserting “$7,500,000” in lieu thereof.


 


Conditions to Effectiveness.  This Amendment and the amendments contained
herein shall become effective on the date (the “Amendment No. 1 Effective Date”) when each
of the conditions set forth in this Section 2 shall have been fulfilled to the
satisfaction of the Administrative Agent.


 


Execution
of Counterparts.  The
Administrative Agent shall have received counterparts of this Amendment, duly
executed and delivered on behalf of each of (a) the Borrower, (b) the
Administrative Agent, (c) the Required Lenders and (d) each Term B Lender, or
as to any of the


 

















 


foregoing parties, advice
reasonably satisfactory to the Administrative Agent that each of the foregoing
parties has executed a counterpart of this Amendment.


 


Payment
of Fees and Expenses.  The
Borrower shall have paid all expenses (including the fees and expenses of
Shearman & Sterling LLP) incurred in connection with the preparation,
negotiation and execution of this Amendment and other matters relating to the
Credit Agreement to the extent invoiced to the Borrower.


 


Execution
of Consent.  The
Administrative Agent shall have received counterparts of a consent
substantially in the form of Exhibit A to this Amendment, duly executed by each
of the entities listed therein.


 


Certificates.  The Administrative Agent shall have received,
in form and substance satisfactory to the Administrative Agent, a certificate
of the Secretary or an Assistant Secretary of the Borrower certifying (A) the
names and true signatures of the
officers of the Borrower authorized to sign this Amendment, (B) that no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any third party is required
for the due execution, delivery or performance by the Borrower of this
Amendment, (C) that the representations and warranties contained in Section 3
of this Amendment are true and correct and (D) that no event has occurred and
is continuing that constitutes a Default.


 


No
Default.  No Default shall have occurred
and be continuing, or would occur as a result of the transactions contemplated
by this Amendment.


 


Confirmation of Representations and
Warranties.  The
Borrower hereby represents and warrants, on and as of the date hereof, that the
representations and warranties contained in the Credit Agreement are correct
and true in all material respects on and as of the date hereof, before and
after giving effect to this Amendment, as though made on and as of the date
hereof, other than any such representations or warranties that, by their terms,
refer to a specific date.


 


Reference to and Effect on the Transaction
Documents.  i. On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
modified by this Amendment.


 


The Credit Agreement, the Notes
and each of the other Loan Documents, as specifically amended and otherwise
modified by this Amendment, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein
do and shall continue to secure the payment of all Obligations of the Loan Parties
purported to be secured thereby, in each case as amended by this Amendment.


 


The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or any Agent
under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.


 


Execution in
Counterparts.  This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed


 

















 


shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement. 
Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.


 


Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York, and shall be
subject to the jurisdictional and service provisions of the Credit Agreement,
as if this Amendment were a part of the Credit Agreement.


 


Entire Agreement;
Modification.  This
Amendment constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof, there being no other agreements or
understandings, oral, written or otherwise, respecting such subject matter,
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, and may not be amended, extended or
otherwise modified, except in a writing executed in whole or in counterparts by
each party hereto.


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective authorized officers as of the day and year
first above written.


 


	
   

  	
  Borrower:

  
	
   

  	
   

  	
   

  
	
   

  	
  PIERRE FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph W. Meyers

  	
   

  
	
   

  	
   

  	
  Name: Joseph W. Meyers

  
	
   

  	
   

  	
  Title: Vice President Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  Administrative Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis K. Beasley, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Louis K.
  Beasley, III

  
	
   

  	
   

  	
  Title:

  	
   Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Lenders:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Term B Lender Signatures

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 

















 


EXHIBIT A TO AMENDMENT NO. 1


 


CONSENT


 


Reference is made to the
Credit Agreement, dated as of June 30, 2004, as amended by Amendment No. 1 to
the Credit Agreement, dated as of April 3, 2006, among the Borrower, the
Lenders party thereto and Wachovia Bank, National Association, as Agent (such
Credit Agreement, as so amended, the “Credit Agreement”).


 


Each of the undersigned
confirms and agrees that (a) notwithstanding the effectiveness of the foregoing
Amendment No. 1 to the Credit Agreement, each Loan Document to which such
Person is a party is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, in each case as amended by
Amendment No. 1 to the Credit Agreement, and (b) the Collateral Documents to
which such Person is a party and all of the Collateral described therein do and
shall continue to secure the payment of all of the Obligations purported to be
secured thereby, as such Obligations may be supplemented, modified and amended
from time to time.


 


	
   

  	
   

  	
   

  	
   

  	
  Guarantors:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  W. Meyers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Joseph W. Meyers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:
  Vice President Finance