exv10w1



 





Exhibit 10.1




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     This First Amendment (“Amendment”) is made as of May 31, 2007 to the Amended and Restated
Credit Agreement dated as of July 25, 2006 (as amended, supplemented, restated or otherwise
modified and in effect from time to time, the “Credit Agreement”), by and among JOHN B. SANFILIPPO
& SON, INC., a Delaware corporation (“Borrower"), the financial institutions party thereto
(collectively “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, in its capacity as successor Agent for the Lenders to U.S. Bancorp Ag Credit,
Inc., a Colorado corporation (the “Agent”). This Amendment is made by the Lenders signatory hereto
(being at least the “Required Lenders,” as defined in the Credit Agreement).



RECITAL




     Except as defined herein, all capitalized terms used in this Amendment shall have meaning
assigned to them in the Credit Agreement.



     Borrower and the Lenders desire that certain Defaults and Matured Defaults under the Credit
Agreement be waived and that the Credit Agreement be amended in certain respects.



     NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions contained in
the Credit Agreement and this Amendment, and of any loans or extensions of credit or other
financial accommodations at any time made to or for the benefit of the Borrower by Lenders, the
Borrower, the Agent and the Lenders agree as follows:



     1. As of February 2, 2007, March 1, 2007, March 29, 2007 and May 3, 2007 Borrower failed to
maintain minimum Working Capital, as required by Section 5.6 of the Credit Agreement and Section
10.1(e) of the Note Purchase Agreement, as of March 29, 2007 Borrower failed to maintain minimum
EBITDA, as required by Section 10.1(d) of the Note Purchase Agreement, and as of May 31, 2007
Borrower will fail to maintain minimum Working Capital, as required by Section 5.6 of the Credit
Agreement and Section 10.1(e) of the Note Purchase Agreement (collectively, the “Financial Covenant
Defaults”). The Financial Covenant Defaults under the Credit Agreement have resulted or would
(absent this waiver) result in the occurrence of Matured Defaults as set forth in Subsection (o) of
the definition of Matured Default as set forth in the Credit Agreement, and the Financial Covenant
Defaults under the Note Purchase Agreement have resulted or would (absent this waiver) result in
the occurrence of Matured Defaults as set forth in Subsection (l) of the definition of Matured
Default as set forth in the Credit Agreement (collectively, the “Subject Matured Defaults”). The
Lenders hereby consent to the Subject Matured Defaults, and waive their rights powers and remedies
with respect to the Subject Matured Defaults (the “Waiver and Consent”). Notwithstanding the
foregoing Waiver and Consent, it is expressly understood and agreed that the Lenders shall have the
right at all times hereafter to require strict performance by Borrower of all terms of the Credit
Agreement or any other Financing Agreement, that the Lenders do not waive, affect or diminish any
right, power or remedy of the Lenders under the Credit Agreement or any other Financing



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Agreement except as expressly set forth herein and that except as expressly set forth herein, the
Credit Agreement and each other Financing Agreement shall continue in full force and effect in
accordance with their respective terms.



     2. The definition of “Applicable Margin” set forth in Section 1.1 of the Credit
Agreement, General Definitions, shall be amended to read as follows:



     "Applicable Margin” shall mean with respect to Swing Line Loans or Line
of Credit Advances that are Prime Rate Loans or LIBOR Rate Loans, or with respect to
Non-Use Fees and Letter of Credit Fees the rates per annum set forth below for the
then applicable Financial Performance Level:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Swing Line Loans,	 	 
	Financial	 	 	 	 	 	LIBOR Rate Loans	 	 
	Performance	 	 	 	 	 	and Letter of	 	 
	Level	 	Prime Rate Loans	 	Credit Fees	 	Non-Use Fees
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 1

	 	 	1.75	%	 	 	3.50	%	 	 	0.25	%
	Level 2

	 	 	1.25	%	 	 	3.00	%	 	 	0.25	%
	Level 3

	 	 	0.75	%	 	 	2.50	%	 	 	0.20	%
	Level 4

	 	 	0.25	%	 	 	2.00	%	 	 	0.20	%
	Level 5

	 	 	0.25	%	 	 	1.50	%	 	 	0.15	%






     The initial Financial Performance Level shall be Level 2. The Agent will
review Borrower’s financial performance as of each fiscal quarter end, beginning
with the fiscal quarter end on June 28, 2007, after its receipt of Borrower’s
financial statements and Compliance Certificate as of the end of such fiscal
quarter, and will confirm Borrower’s determination as to Borrower’s Financial
Performance Level based on such fiscal quarter. As so confirmed by the Agent,
Borrower’s Financial Performance Level will determine the Applicable Margin
effective for Prime Rate Loans and LIBOR Rate Loans, and with respect to Letter of
Credit Fees and Non-Use Fees for the three month period beginning on the fifteenth
day of the second month following the end of such fiscal quarter. If the Agent does
not receive such quarter end statements on or before the date they are due in
accordance with Section 5.1, Borrower’s Financial Performance Level shall be
deemed to be Level 1 beginning with the fifteenth day of the second month following
the end of such fiscal quarter and shall remain at Level 1 until the 15th
Business Day after such financial statements are received by the Agent and a
determination by the Agent that a different Financial Level shall apply during the
remainder of the three month period.




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     3. A
new Section 5.11 of the Credit Agreement, Consulting Agreement, shall be
amended to read as follows:




     5.11 Consulting Agreement. On or before June 20, 2007 Borrower shall
obtain, and shall thereafter maintain the services of a financial consultant
reasonably acceptable to the Required Lenders to assist Borrower with its business
and financial planning and with its financial reporting to the Lenders and the
holders of the Notes.



     4. This Amendment shall be effective as of its date, conditioned on the execution and delivery
to the Agent in form and substance reasonably acceptable to the Agent of: (a) this Amendment, (b) a
waiver under the Note Purchase Agreement by the Required Holders (as defined in the Note Purchase
Agreement) of the Notes of the Financial Covenant Defaults and related cross defaults; and (c) An
agreement or agreements to end the Sharing Period (as defined in the Intercreditor Agreement) by
the Required Senior Lenders (as defined in the Intercreditor Agreement).



     5. On the date this Amendment becomes effective, Borrower agrees to pay to the Agent for
distribution to the Lenders (based on their respective Pro Rata Percentages), including the Agent,
an amendment fee in the amount of $100,000. The foregoing fee shall be fully earned and, at the
option of the Agent, shall be paid by an Advance pursuant to Section 2.1, without prior
demand by the Agent.



     6. This Amendment shall be an integral part of the Credit Agreement, as amended, and all of
the terms set forth therein are hereby incorporated in this Amendment by reference, and all terms
of this Amendment are hereby incorporated into said Credit Agreement, as if made an original part
thereof. All of the terms and provisions of the Agreement, as amended, which are not modified in
this Amendment, shall remain in full force and effect.



{SIGNATURE PAGE FOLLOWS}



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     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



	 	 	 	 	 
	 
	 	JOHN B. SANFILIPPO & SON, INC., a 

Delaware corporation


 	 
	 	By  	/s/ Herbert J. Marros
 	 
	 	 	Its 	 Controller 	 
	 	 	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

as Agent and as a Lender


 	 
	 	By  	/s/ Dale Welke
 	 
	 	 	Its 	 Vice President 	 
	 	 	 	 
	 
	 	LASALLE BANK NATIONAL

ASSOCIATION, as a Lender


 	 
	 	By  	/s/ Emily Eigel
 	 
	 	 	Its 	 Assistant Vice President 	 
	 	 	 	 
	 
	 	ING CAPITAL LLC, as a Lender


 	 
	 	By  	/s/ William B. Redmond
 	 
	 	 	Its 	 Managing Director 	 
	 	 	 	 
	 


[Signature Page to First Amendment to Amended and Restated Credit Agreement dated as of May
31, 2007]





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