LNCE-01.03.2015-EX10.25




EXHIBIT 10.25


AMENDMENT NO. 2
This AMENDMENT NO. 2, dated as of December 4, 2014 (this “Agreement”; capitalized terms used herein without definition having the meanings provided in Article I), is entered into among SNYDER’S-LANCE, INC., a North Carolina corporation (the “Borrower”), each Lender a party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
PRELIMINARY STATEMENTS:
The Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement.
The Borrower has requested that the Lenders agree to amend the Credit Agreement as hereinafter set forth.
The Lenders party to this Agreement are, on the terms and conditions stated below, willing to grant such request and to amend the Credit Agreement as hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party to this Agreement agrees, as follows:
ARTICLE I
DEFINITIONS


1.01    Definitions.  The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):
 “Administrative Agent” is defined in the preamble.
“Agreement” is defined in the preamble.
“Agreement Effective Date” means the date on which the conditions precedent to the effectiveness of this Agreement as specified in Article III herein have been satisfied.
“Borrower” is defined in the preamble.
“Credit Agreement” means the Amended and Restated Credit Agreement dated as of May 30, 2014 and amended as of June 24, 2014, among the Borrower, the Lenders, the Administrative Agent and the other parties thereto.


“Deemed Effective Date” has the meaning set forth in Article III herein. 


“Lender” means each lender from time to time party to the Credit Agreement.  









1.02    Other Definitions.  Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.  
1.03    Other Interpretive Provisions.  The rules of construction in Sections 1.02 and 1.03 of the Credit Agreement shall be equally applicable to this Agreement.  
ARTICLE II
AMENDMENTS


2.01    Amendments.  Effective as of the Deemed Effective Date, the Credit Agreement is hereby amended as follows:
(a)    Section 1.01.    The existing definitions of “Acquired EBITDA”, “Disposed EBITDA”, “EBIT” and “EBITDA” in Section 1.01 of the Credit Agreement are deleted in their entirety and are replaced with the following definitions in lieu thereof:
““Acquired EBITDA” means, with respect to any Person or division (or similar business unit) acquired by the Borrower in an Acquisition during any Computation Period, the total of (a) the consolidated net income of such Person or division (or similar business unit) for the period from the first day of such Computation Period to the date of such acquisition plus (b) to the extent deducted in determining such consolidated net income (and without duplication), interest expense (whether paid or accrued and including imputed interest expense in respect of capital lease obligations), income taxes, depreciation and amortization, all calculated on a basis approved by the Administrative Agent minus (c) to the extent included in such consolidated net income, any income tax refunds.”
““Disposed EBITDA” means, with respect to any Person or division (or similar business unit) sold or otherwise disposed of by the Borrower during any Computation Period, the total of (a) the consolidated net income of such Person or division (or similar business unit) sold or otherwise disposed of by the Borrower for the period from the first day of such Computation Period to the date of such sale or other disposition plus (b) to the extent deducted in determining such consolidated net income (and without duplication), interest expense (whether paid or accrued and including imputed interest expense in respect of capital lease obligations), income taxes, depreciation and amortization, all calculated on a basis approved by the Administrative Agent minus (c) to the extent included in such consolidated net income, any income tax refunds.  For the avoidance of doubt, the definition of Disposed EBITDA shall not include any gains from any sale or disposition (other than gains from the sale of route businesses in the ordinary course of business).”
“EBIT” means, for any Computation Period, the Borrower’s consolidated net income for such period, plus, to the extent deducted in determining such earnings, Interest Expense and income taxes, minus, to the extent included in determining such earnings, any income tax refunds.”

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““EBITDA” means, for any Computation Period, the Borrower’s consolidated net income for such period, plus, to the extent deducted in determining such earnings, Interest Expense, income taxes, depreciation and amortization, minus, to the extent included in determining such earnings, any income tax refunds, plus any Acquired EBITDA and any fees and expenses incurred in connection with any Acquisition, any costs or charges to the Borrower and its Subsidiaries as a result of an increase in value to the pre-acquisition historical amounts of accounts receivables, inventories or any other current assets (a “write-up”), in each case to the extent that such write-up is required by GAAP and occurs as a result of an Acquisition, minus any Disposed EBITDA, plus fees and expenses, including Restructuring Costs, incurred in connection with any disposition giving rise to Disposed EBITDA, plus, to the extent deducted in determining such earnings, non-recurring expenses and losses of the Borrower and its Subsidiaries reducing such earnings which do not represent a cash item in such period or any future period minus, to the extent included in determining such earnings, non-recurring gains of the Borrower and its Subsidiaries increasing such earnings which do not represent a cash item in such period, plus, Integration Costs paid in cash.”
(b)    Other Loan Documents.  From and after the Agreement Effective Date, each reference to the Credit Agreement in any Loan Document shall be a reference to the Credit Agreement, as amended by this Agreement, as the same may hereafter be further amended, amended and restated, supplemented or otherwise modified.
ARTICLE III
CONDITIONS PRECEDENT


3.01    Conditions of Effectiveness.  This Agreement is subject to the provisions of Section 11.01 of the Credit Agreement, and shall become effective as of May 30, 2014 (the “Deemed Effective Date”), when, and only when, each of the following conditions shall have been satisfied:
(a)    Deliveries.  The Administrative Agent shall have received all of the following documents (in sufficient copies for each Lender), each such document (unless otherwise specified) dated the Agreement Effective Date and, each in form and substance satisfactory to the Administrative Agent: 
(i)    Agreement.  Counterparts of this Agreement executed by the Borrower, the Administrative Agent, and the Required Lenders;
(ii)    Officer’s Certificate.  A certificate executed by a Responsible Officer of the Borrower certifying that: 
(A)    the representations and warranties contained in Sections 6.01, 6.02, 6.04, 6.08, 6.13 and 6.20 of the Credit Agreement are accurate and complete in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) on and as of the Agreement Effective Date, as though made on and as of such date, except to the extent 

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that such representations and warranties specifically refer to an earlier date, in which case they are accurate and complete in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) as of such earlier date; 
(B)    no Event of Default or Unmatured Event of Default exists or would result from the effectiveness of this Agreement; 
(C)    since December 28, 2013, no event or condition has occurred or could reasonably be expected to occur that, either individually or in the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Effect; and 
(D)    the Borrower and its Subsidiaries are in compliance in all material respects with all existing Material Financial Obligations.  
(b)    Costs and Expenses.  The Administrative Agent shall have received payment for the costs and expenses required to be reimbursed on or before the Agreement Effective Date pursuant to Section 5.04 hereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES


In order to induce the Lenders to enter into this Agreement, the Borrower hereby represents and warrants that on and as of the Agreement Effective Date after giving effect to this Agreement:
4.01    Due Authorization; No Conflict.  The execution and delivery by the Borrower of this Agreement and the performance by the Borrower of this Agreement and the Credit Agreement, as amended and otherwise modified by this Agreement, have been duly authorized by all necessary corporate or other organizational action of the Borrower, and do not and will not: (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any document evidencing any material Contractual Obligation to which the Borrower or any of its Subsidiaries is a party or (ii) any order, injunction, writ or decree of any Governmental Authority to which the Borrower or any of its Subsidiaries or any of its or their property is subject; or (c) violate any Requirement of  Law.
4.02    Enforceability.  Each of this Agreement and the Credit Agreement, as amended and otherwise modified by this Agreement, constitute a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
4.03    Credit Agreement Representations.  The representations and warranties of the Borrower contained in Article VI of the Credit Agreement are true and correct in all material respects 

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(except, if such representation or warranty is qualified by materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) on and as of the Agreement Effective Date with the same effect as if made on and as of such Agreement Effective Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects (except, if such representation or warranty is qualified by materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) as of such earlier date).
4.04    No Default.  No Event of Default or Unmatured Event of Default has occurred and is continuing or resulted from the consummation of the transactions contemplated by this Agreement.
ARTICLE V
MISCELLANEOUS


5.01    Loan Document.  This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.  
5.02    Lender Consent.  For purposes of determining compliance with the conditions specified in Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Agreement Effective Date specifying its objection thereto.
5.03    Effect of Agreement.  (a) The Credit Agreement, as specifically amended or otherwise modified by this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
(b)    The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.
5.04    Costs and Expenses.  On the Agreement Effective Date, the Borrower agrees to pay all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.04 of the Credit Agreement which are invoiced to the Borrower on or prior to the Agreement Effective Date. 
5.05    Section Captions.  Section captions used in this Agreement are for convenience of reference only, and shall not affect the construction of this Agreement.
5.06    Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  

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Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
5.07    Certain Provisions.  The provisions of Sections 11.14(b) and 11.15 of the Credit Agreement are hereby incorporated by reference.
5.08    Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF; PROVIDED THAT THE PARTIES HERETO SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.  
[Signature Page Follows]





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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
	
							
	BORROWER:
	 
	 
	 
	SNYDER'S-LANCE, INC.

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Rick D. Puckett

	 
	 
	 
	 
	Name:
Title:
	 
	Rick D. Puckett
Executive Vice President, Chief Financial Officer and Chief Administrative Officer























	
							
	 
	 
	 
	 
	BANK OF AMERICA, N.A., as Administrative Agent 

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Bridgett J. Manduk Mowry

	 
	 
	 
	 
	Name:
	 
	Bridgett J. Manduk Mowry

	 
	 
	 
	 
	Title:
	 
	Vice President






	
							
	 
	 
	 
	 
	BANK OF AMERICA, N.A., as a Lender

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ J. Casey Cosgrove

	 
	 
	 
	 
	Name:
	 
	J. Casey Cosgrove

	 
	 
	 
	 
	Title:
	 
	Director






	
							
	 
	 
	 
	 
	MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Keith A. Mummert

	 
	 
	 
	 
	Name:
	 
	Keith A. Mummert

	 
	 
	 
	 
	Title:
	 
	Vice President






	
							
	 
	 
	 
	 
	COBANK, ACB, as a Lender

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Michael Tousignant

	 
	 
	 
	 
	Name:
	 
	Michael Tousignant

	 
	 
	 
	 
	Title:
	 
	Vice President






	
							
	 
	 
	 
	 
	BRANCH BANKING AND TRUST
COMPANY, as a Lender

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Kenneth M. Blackwell

	 
	 
	 
	 
	Name:
	 
	Kenneth M. Blackwell

	 
	 
	 
	 
	Title:
	 
	Senior Vice President





















	
							
	 
	 
	 
	 
	CITIZENS BANK OF PENNSYLVANIA, as a Lender

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Edward A. Tosti

	 
	 
	 
	 
	Name:
	 
	Edward A. Tosti

	 
	 
	 
	 
	Title:
	 
	Vice President






	
							
	 
	 
	 
	 
	PNC BANK, NATIONAL ASSOCIATION, as a Lender

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Jessica F. Sidhom

	 
	 
	 
	 
	Name:
Title:
	 
	Jessica Sidhom
Vice President






	
							
	 
	 
	 
	 
	TD BANK, N.A., as a Lender

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Alan Garson

	 
	 
	 
	 
	Name:
	 
	Alan Garson

	 
	 
	 
	 
	Title:
	 
	Senior Vice President






	
							
	 
	 
	 
	 
	AGFIRST FARM CREDIT BANK

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Bruce B. Fortner

	 
	 
	 
	 
	Name:
	 
	Bruce B. Fortner

	 
	 
	 
	 
	Title:
	 
	Vice President






	
							
	 
	 
	 
	 
	AMERICAN AGCREDIT, FLCA

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Bradley K. Leafgren

	 
	 
	 
	 
	Name:
	 
	Bradley K. Leafgren

	 
	 
	 
	 
	Title:
	 
	Vice President






	
							
	 
	 
	 
	 
	FARM CREDIT EAST, ACA

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/  Scott G. Kenney

	 
	 
	 
	 
	Name:
	 
	Scott G. Kenney

	 
	 
	 
	 
	Title:
	 
	Senior Vice President

















	
							
	 
	 
	 
	 
	FARM CREDIT WEST, FLCA

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Ben Madonna

	 
	 
	 
	 
	Name:
	 
	Ben Madonna

	 
	 
	 
	 
	Title:
	 
	Vice President






	
							
	 
	 
	 
	 
	NORTHWEST FARM CREDIT SERVICES, FLCA

	 
	 
	 
	 

	 
	 
	 
	 
	By:
	 
	/s/ Jeremy A. Roewe

	 
	 
	 
	 
	Name:
	 
	Jeremy A. Roewe

	 
	 
	 
	 
	Title:
	 
	Vice President