exv10w1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




     This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
July 15, 2011, by and among JOHN B. SANFILIPPO & SON, INC., a Delaware corporation (the
“Borrower”), the lenders identified on the signature pages hereof (such lenders, together
with their respective successors and permitted assigns, are referred to hereinafter each
individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO
CAPITAL FINANCE, LLC (f/k/a Wells Fargo Foothill, LLC), a Delaware limited liability company, as
administrative agent (in such capacity “Agent”) and as a Lender. Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the
Credit Agreement (defined below).



RECITALS




     WHEREAS, the Borrower, Agent, and the Lenders have entered into that certain Credit Agreement,
dated as of February 7, 2008 (as amended, supplemented, restated or otherwise modified from time to
time, the “Credit Agreement”); and



     WHEREAS, on the terms and subject to the conditions set forth herein, the Borrower, Agent and
Lenders have agreed to amend the Credit Agreement as more fully described below;



     NOW THEREFORE, in consideration of the foregoing, mutual agreements contained herein and for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, Agent and Lenders hereby agree as follows:



     SECTION 1. Amendment.



          (a) Reference to the phrase “the second anniversary of the Closing Date” set forth in
Section 2.15 of the Credit Agreement is hereby deleted and the phrase “the Maturity Date”
is inserted in lieu thereof.




          (b) Reference to the figure “$15,000,000” set forth in Section 2.15 of the Credit
Agreement is hereby deleted and the figure “$22,500,000” is inserted in lieu thereof.




          (c) Clause (b) of the proviso at the end of the first sentence of Section 2.15
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:




          (b) [Intentionally Omitted]




          (d) Clause (e) of the proviso at the end of the first sentence of Section 2.15
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:




          (e) [Intentionally Omitted]




          (e) Reference to the date “February 7, 2013” set forth in Section 3.3 of the Credit
Agreement is hereby deleted and the date “July 15, 2016” is inserted in lieu thereof.







 









 






          (f)
Reference to the clause “, and such assignment shall effect a
novation among Borrower, the assigning Lender, and The Assignee”
Set forth in Section 13.1(b) of the Credit Agreement is hereby
deleted in its entirety.


          (g) Schedule 1.1 to the Credit Agreement is hereby amended by amending and restating
the following defined terms to read in their entirety as follows:





     ‘Base Rate Margin’ means, as of any date of determination, the
following percentages per annum, based upon Average Margin Availability:



	 	 	 	 	 	 	 
	Level	 	Average Margin Availability	 	Base Rate Margin
	I
	 	<$20,000,000

	 	 	1.25	%
	II
	 	 ≥$20,000,000 but < $30,000,000

	 	 	1.00	%
	III
	 	≥$30,000,000

	 	 	0.75	%







     After the Second Amendment Effective Date, the Base Rate Margin shall be
adjusted in accordance with the foregoing on the first day of each calendar month.




     ‘L/C Margin’ means, as of any date of determination, the following
percentages per annum, based upon Average Margin Availability:



	 	 	 	 	 	 	 
	Level	 	Average Margin Availability	 	L/C Margin
	I
	 	<$20,000,000

	 	 	2.25	%
	II
	 	≥$20,000,000 but < $30,000,000

	 	 	2.00	%
	III
	 	≥$30,000,000

	 	 	1.75	%







     After the Second Amendment Effective Date, the L/C Margin shall be adjusted in
accordance with the foregoing on the first day of each calendar month.




     ‘LIBOR Rate Margin’ means, as of any date of determination, the
following percentages per annum, based upon Average Margin Availability:



	 	 	 	 	 	 	 
	Level	 	Average Margin Availability	 	LIBOR Rate Margin
	I
	 	<$20,000,000

	 	 	2.25	%
	II
	 	≥$20,000,000 but < $30,000,000

	 	 	2.00	%
	III
	 	≥$30,000,000

	 	 	1.75	%






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     After the Second Amendment Effective Date, the LIBOR Rate Margin shall be
adjusted in accordance with the foregoing on the first day of each calendar month.”



          (h) Clause (e)(iii) of the definition of “Borrowing Base” contained in Schedule
1.1 to the Credit Agreement is hereby amended and restated to read in its entirety as follows:





     “(iii) (A) at any time during the months of January, February, March, April,
October, November and December, $117,500,000 and, (B) at all other times,
$92,500,000 (in each case, the “Inventory Sublimit”), plus”



          (i) The proviso set forth in the parenthetical at the end of clause (b) of the
definition of “Lender Group Expenses” contained in Schedule 1.1 to the Credit Agreement is
hereby amended and restated to read in its entirety as follows:





“provided, however, so long as no Event of Default has occurred
and continuing, Lender Group Expenses shall only include fees and charges in respect
of one appraisal of Borrower’s Equipment and, so long as no Event of Default has
occurred and continuing and Average Excess Availability is greater than $25,000,000
at all times, Lender Group Expenses shall not include fees and charges in respect of
appraisals of Borrower’s Equipment”



          (j) Schedule 1.1 to the Credit Agreement is hereby amended by inserting the following
defined term in alphabetical order:






          “‘Second Amendment Effective Date’ means July 15, 2011.”




          (k) Schedule 4.8(b) to the Credit Agreement is hereby amended and restated as set
forth on Schedule 4.8(b) attached hereto.




          (l) Schedule 4.15 to the Credit Agreement is hereby amended and restated as set forth
on Schedule 4.15 attached hereto.




          (m) Schedule 4.17 to the Credit Agreement is hereby amended and restated as set forth
on Schedule 4.17 attached hereto.




     SECTION 2. Conditions. This Amendment shall become effective when (i) the Agent shall
have received duly executed counterparts of this Amendment from the Borrower and the Lenders and
the Agent shall have executed and delivered its counterpart to this Amendment and Agent shall have
received each of the additional documents, instruments and agreements listed on the Closing
Checklist attached hereto as Exhibit A, each in form and substance reasonably acceptable to
Agent, (ii) the Agent shall have received from Borrower duly executed counterparts to the amended
and restated Fee Letter executed and executed and delivered its signed counterpart to the Borrower,
and (iii) the Agent shall have received in immediately available funds all fees owing under the
amended and restated Fee Letter.



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     SECTION 3. Reference to and Effect Upon the Credit Agreement.



          (a) Except as specifically set forth herein, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed; and




          (b) The amendment set forth herein is effective solely for the purpose set forth herein and
shall be limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver of or modification of any other term or condition of the Credit Agreement or any
other Loan Document, (ii) operate as a waiver of or otherwise prejudice any right, power or remedy
that Agent or Lenders may now have or may have in the future under or in connection with the Credit
Agreement or any other Loan Document or (iii) constitute an amendment or waiver of any provision of
the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“herein”, “hereof’ and words of like import and each reference in the Credit Agreement and the Loan
Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment
shall be construed in connection with and as part of the Credit Agreement.




     SECTION 4. Representations and Warranties. In order to induce Agent and Lenders to
enter into this Amendment, Borrower hereby represents and warrants to Agent and Lenders, after
giving effect to this Amendment:



          (a) All representations and warranties of Borrower and its Subsidiaries contained in the
Credit Agreement and the other Loan Documents are true and correct in all material respects on and
as of the date of this Amendment, in each case as if made on and as of such date, other than
representations and warranties that expressly relate solely to an earlier date (in which case such
representations and warranties were true and correct on and as of such earlier date);




          (b) No Default or Event of Default has occurred and is continuing; and




          (c) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and
binding obligations of Borrower and are enforceable against Borrower in accordance with their
respective terms, except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights
generally.




     SECTION 5. Costs and Expenses. As provided in Section 17.10 of the Credit
Agreement, the Borrower shall pay all costs and expenses incurred by or on behalf of Agent and
Lenders arising from or relating to this Amendment constituting Lender Group Expenses.



     SECTION 6. GOVERNING LAW. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL



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MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.




     SECTION 7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute part of this Amendment for any other
purposes.



     SECTION 8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but all such counterparts
shall constitute one and the same instrument.



(signature pages follow)




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




	 	 	 	 	 
	 	JOHN B. SANFILIPPO & SON, INC,

a Delaware corporation

 	 
	 	By:  	/s/
Michael J. Valentine 	 
	 	 	Title: 	CFO 
	 







 









 







	 	 	 	 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC 

(f/k/a Wells Fargo Foothill, LLC), a Delaware

limited liability company, as Agent and as a Lender

 	 
	 	By:  	/s/
Matt Mouledous 	 
	 	 	Title: 	Vice President 
	 	 	 	 
	 
	 	SOUTHWEST GEORGIA FARM
CREDIT,
ACA for itself and as agent/nominee for Southwest
Georgia Farm Credit, FLCA
as a Lender

 	 
	 	By:  	/s/
Richard Horn 	 
	 	 	Title: 	Executive Vice
President/CLO