Amendment To Senior Credit Facility

EXHIBIT 10.1


AMENDMENT NO. 2
TO
CREDIT AGREEMENT
and
WAIVER


THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT and WAIVER (this "Amendment No.
--------- --- 2"), dated as of January 9, 1998, is entered into by and among GORGES/QUIK-TO- - --- FIX FOODS, INC., a Delaware corporation (the "Borrower"), GORGES HOLDING
---------- CORPORATION, a Delaware corporation (the "Parent;" together with the Borrower, each a "Credit Party" and collectively the "Credit Parties"), CERTAIN LENDERS
------ ------- IDENTIFIED ON THE SIGNATURE PAGES THERETO (the "Lenders") and NATIONSBANK OF
------- TEXAS, N.A., as agent for the Lenders (in such capacity, The "Agent").
-----


RECITALS
--------


WHEREAS, the Borrower, The Parent, The Lenders and the Agent are party to that certain Credit Agreement dated as of November 25, 1996 (as amended, restated or modified from time to time, the "Existing Credit Agreement");
-------------------------


WHEREAS, the parties hereto have agreed to amend the Existing Credit Agreement as set forth herein;


WHEREAS, the Agent and the Lenders have agreed to waive the covenants contained in Section 7.1(a) as provided herein;


NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereby agree as follows:


PART I
DEFINITIONS


SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
------------------- the context otherwise requires, the following terms used in this Amendment No. 2, including its preamble and recitals, have the following meanings:


"Amended Credit Agreement" means the Existing Credit Agreement as
------------------------
amended hereby.


"Amendment No.2 Effective Date" is defined in Subpart 4.1.
----------------------------- -----------


SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
----------------- context otherwise requires, terms used in this Amendment No. 2, including its preamble and recitals, have The meanings provided in the Amended Credit Agreement.


PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT


Effective on (and subject to the occurrence of) the Amendment No. 2 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement and all
------- other Credit Documents shall continue in full force and effect.


SUBPART 2.1. Amendment to Section 7.12. Sections 7.12(a),(b) and (c) of the
------------------------- Existing Credit Agreement are amended in their entireties to read as follows:


7.12 Financial Covenants.
-------------------


(a) Interest Coverage Ratio. The Interest Coverage Ratio, as of the last
----------------------- day of each fiscal quarter, shall be greater than or equal to:


(i) for the period from the Closing Date to and including
December 27, 1997, 1.50 to 1.00;


(ii) for the period from December 28, 1997 to and including
October 3, 1998, 1.75 to 1.00;


(ii) for the period from October 4, 1998 to and including
October 2, 1999, 2.25 to 1.00; and


(iv) for the period from October 3, 1999 and at all times
thereafter 2.50 to 1.00.


(b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio, as of
--------------------------- the last day of each fiscal quarter, shall be greater than or equal to:


(i) for the period from the Closing Date to and including
March 29, 1997, 1.20 to 1.00;


(ii) for the period from March 30, 1997 to and including
September 27, 1997, 1.00 to 1.00;


(iii) for the period from September 28, 1997 to and including
December 27, 1997, 0.90 to 1.00;


(iv) for the period from December 28, 1997 to arid including
March 28, 1998, 0.95 to 1.00;


2


(v) for the period from March 29, 1998 to and including June 27,
1998. 1.05 to 1.00;


(vi) for the period from June 28, 1998 to and including October 3, 1998, 1.10 to 1.00; and


(vii) for the period from October 4, 1998 and at all times thereafter, 1.25 to 1.00.


(c) Leverage Ratio. The Leverage Ratio, as of the last day of each fiscal
---------------- quarter, shall be less than or equal to:


(i) for the period from the Closing Date to and including June 28,
1997, 6.00 to 1.00;


(ii) for the period from June 29, 1997 to and including
September 27, 1997, 6.50 to 1.00;


(iii) for the period from September 28, 1997 to and including
December 27, 1997, 6.25 to 1.00;


(iv) for the period from December 28, 1997 to arid including
March 28, 1998, 5.75 to 1.00;


(v) for the period from March 29, 1998 to and including June 27,
1998, 5.25 to 1.00;


(vi) for the period from June 28, 1998 to and including
October 3,1998, 5.00 to 1.00;


(vii) ...