Common use of Notes; Repayment of Principal Clause in Contracts

Notes; Repayment of Principal. (a) The Borrower’s obligations to pay the principal of, and interest on, the Revolving Loans to each Lender shall be evidenced by the records of the Agent and such Lender and by a Note payable to such Lender. (b) All outstanding and unpaid principal amounts under the Revolving Loans shall be due and payable in full on the earlier of (i) the Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 8. (c) The Borrower shall repay all Swing Line Advances in full on the earlier of (i) the Swing Line Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 8. (d) The Borrower shall make mandatory prepayments to the Senior Note Holders and the Lenders in an amount equal to 100% of the Net Proceeds of Stock and 100% of the Net Cash Proceeds received by the Borrower or a Subsidiary in respect of any offering by any Loan Party of Subordinated Debt (other than an offering which increases the outstandings under the Borrower’s Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Closing Date and described on Schedule S-1 hereto). Each such prepayment shall be due immediately upon the receipt by such Loan Party of such Net Proceeds of Stock or Net Cash Proceeds, as applicable. (e) The Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to (i) 100% of the Net Cash Proceeds from any sale or other disposition by any Loan Party of any inventory (other than sales of inventory in the ordinary course) and (ii) 100% of the Net Cash Proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 7.6(d)), or series of related sales or dispositions, by any Loan Party of any assets not otherwise referenced above in this Section 3.1(e), where the Net Cash Proceeds exceed $5,000,000 for any such sale or $10,000,000 in the aggregate for all such sales; provided, however, that the Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to 100% of the Net Cash Proceeds from the sale or other disposition of the SSC Securities if the Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such prepayment of Net Cash Proceeds shall be due immediately upon the receipt by such Loan Party of such Net Cash Proceeds. (f) Such mandatory prepayments pursuant to Section 3.1(d) and Section 3.1(e) shall be distributed to the Senior Note Holders and the Lenders pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders waive in writing their right to receive a mandatory prepayment, the Borrower shall make such mandatory prepayment pursuant to Section 3.1(d) or Section 3.1(e), as applicable, to the Lenders only and in an amount equal to the Lenders’ pro rata share as calculated in this sentence. The mandatory prepayments required to the Lenders by Section 3.1(d) and Section 3.1(e) shall be applied by the Borrower to repay Revolving Loans and other Obligations outstanding hereunder. (g) If at any time: (i) the sum of (x) the aggregate principal amount of Revolving Loans outstanding, plus (y) the aggregate principal amount of Swing Line Advances outstanding, plus (z) the Letter of Credit Obligations outstanding, exceeds (ii) the Borrowing Base in effect at such time, then the Borrower shall immediately pay to the Agent for the respective accounts of the Lenders the amount of such excess. Such payment shall be applied as follows: first, to pay all amounts of interest and principal outstanding on the Revolving Loans; and second, to cash collateralize any outstanding Letters of Credit. In the event the Borrower is required to pay any outstanding Eurodollar Borrowings by reason of this Section 3.1(g) prior to the end of the applicable Interest Period therefor, the Borrower shall indemnify each Lender against the losses, costs and expenses described in Section 3.14 incurred by such Lender.

Notes; Repayment of Principal. (a) The Borrower’s 's obligations to pay the principal of, and interest on, the Revolving Loans to each Lender shall be evidenced by the records of the Agent and such Lender and by a Note Notes payable to such Lender. (b) All outstanding and unpaid principal amounts under the Revolving 364-Day Loans and the Term Loans shall be due and payable in full on the earlier of (i) the applicable Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 88 of this Agreement. (c) The Borrower shall repay all Swing Line Advances the Tranche A Term Loans in full on the earlier of (i) the Swing Line Tranche A Term Loan Maturity Date or (ii) and shall repay the date Tranche B Term Loans in full on the Revolving Loans are accelerated in accordance with the terms and conditions of Article 8Tranche B Maturity Date. (d) The Borrower shall make mandatory prepayments to the Senior Note Holders and the Term Loan Lenders in an amount equal to 100% of the Net Proceeds of Stock and 100% of the Net Cash Proceeds received by the Borrower or a Subsidiary in respect net proceeds of any offering by any Loan Party the Borrower of Subordinated Debt equity or subordinated debt (other than an offering which increases the outstandings under the Borrower’s Subordinated Loan Certificates, 's existing subordinated loan certificates or Subordinated Capital Certificates of Interest in existence prior to the Closing Date and described on Schedule S-1 heretosubordinated capital certificates). Each such Such prepayment shall be due immediately upon within ten days after the receipt by such Loan Party the Borrower of such Net Proceeds net proceeds. Any prepayment of Stock or Net Cash Proceeds, as applicablethe Tranche B Term Loans shall be accompanied by the payment of a Make Whole Premium with respect to the principal prepaid. (e) The Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to (i) 100% of the Net Cash Proceeds net proceeds from any sale or other disposition by any Loan Party of any inventory (other than sales of inventory in the ordinary course) and (ii) 100% of the Net Cash Proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 7.6(d))disposition, or series of related sales or dispositions, by any Loan Party the Borrower of any assets not otherwise referenced above in this Section 3.1(e), (other than inventory) where the Net Cash Proceeds net proceeds exceed $5,000,000 for 1,000,000, other than (A) any such sale of the SSC Securities , or $10,000,000 in (B) any sale of the aggregate for all such sales; providedassets of the Pork Division or the Aquaculture Division, however, that the Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to (ii) 100% of the Net Cash Proceeds net proceeds from the any sale or other disposition disposition, or series of related sales or dispositions, by the Borrower of any inventory (other than for sales of inventory in the ordinary course), (iii) 50% of the net proceeds of any sale by the Borrower of any of the SSC Securities if the Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds to redeem any Securities, and (iv) 100% of the Senior Unsecured Notes under Excess Cash Flow for the Senior Unsecured Note Documentspreceding fiscal year. Each such prepayment of Net Cash Proceeds net proceeds shall be due immediately upon within ten days after the receipt by such Loan Party the Borrower of such Net net proceeds. Each such prepayment based on Excess Cash Proceeds. (f) Flow shall be payable on the date which is 120 days after the end of each fiscal year and shall be calculated based on the financial statements delivered pursuant to Section 6.1(b). Such mandatory prepayments pursuant to Section 3.1(d) and Section 3.1(e) shall be distributed to the Senior Note Holders and the Lenders pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if . Any prepayment of the Senior Note Holders waive in writing their right to receive Tranche B Term Loans shall be inclusive of the payment of a mandatory prepayment, the Borrower shall make such mandatory prepayment pursuant to Section 3.1(d) or Section 3.1(e), as applicable, Make Whole Premium with respect to the Lenders only and in an amount equal to the Lenders’ pro rata share as calculated in this sentence. principal prepaid. (f) The mandatory prepayments required to the Lenders by Section 3.1(dsubsection (e) and Section 3.1(e) above shall be applied by the Borrower first to repay Revolving the outstanding Term Loans, pro rata based on the principal outstanding under each such Term Loan, and then to the outstanding 364-Day Loans. Notwithstanding the foregoing, if the Borrower sells or otherwise disposes of assets which are included in the Borrowing Base, the Borrower shall apply such of the net proceeds of such sale or disposition as may be necessary to the repayment of the 364-Day Loans so that the aggregate amount outstanding under such Loans does not exceed the Borrowing Base. Mandatory prepayments of principal of the Term Loans required by subsection (e) and other Obligations this subsection (f) shall be allocated among the Term Loan Lenders pro rata on the basis of the outstanding hereunderprincipal amount of Term Loans held by each. (g) If at any time: (i) the sum of (xA) the aggregate principal amount of Revolving Loans outstanding364-Day Loans, plus (y) the aggregate principal amount of Swing Line Advances outstanding, plus (z) the Letter of Credit Obligations outstanding, outstanding exceeds (iiB) the Borrowing Base in effect at such time, then the Borrower shall immediately pay to the Agent for the respective accounts of the Lenders the amount of such excess. Such payment shall be applied as follows: to pay first, to pay all amounts of interest and principal outstanding on the Revolving 364-Day Loans; and second, to cash collateralize any outstanding Letters of Credit. In the event the Borrower is required to pay any outstanding Eurodollar Borrowings by reason of this Section 3.1(g) prior to the end of the applicable Interest Period therefor, the Borrower shall indemnify each Lender against the losses, costs and expenses described in Section 3.14 incurred by such Lender.Section

Notes; Repayment of Principal. (a) The Borrower’s 's obligations to pay the principal of, and interest on, the Revolving Loans to each Lender shall be evidenced by the records of the Agent and such Lender and by a Note Notes payable to such Lender. (b) All outstanding and unpaid principal amounts under the Revolving Loans and the Term Loans shall be due and payable in full on the earlier of (i) the applicable Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 88 of this Agreement. (ci) The Borrower shall make a mandatory repayment of the Tranche A Term Loans in the payment amount specified below on the applicable payment date corresponding to such payment amount, as follows: Payment Date Payment Amount March [23], 2004 $5,000,000 September [23], 2004 $5,000,000 March [23], 2005 $5,000,000 The Borrower shall repay the remaining unpaid balance of the Tranche A Term Loan in full on the Tranche A Term Loan Maturity Date. (ii) The Borrower shall repay the Tranche B Term Loans in full on the Tranche B Maturity Date. (iii) The Borrower shall repay all Swing Line Advances in full on the earlier of (i) the Swing Line Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 8Date. (d) The Borrower shall make mandatory prepayments to the Senior Note Holders and the Lenders in an amount equal to 100% of the Net Proceeds of Stock and 100% of the Net Cash Proceeds received or any offering by the Borrower or a Subsidiary in respect of any offering by any Loan Party of Subordinated Debt (other than an offering which increases the outstandings under the Borrower’s 's Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Closing Date and described on Schedule S-1 hereto). Each such Such prepayment shall be due immediately upon the receipt by such Loan Party the Borrower of such Net Proceeds net proceeds. Any prepayment of Stock or Net Cash Proceeds, as applicablethe Tranche B Term Loans shall be accompanied by the payment of a Make Whole Premium with respect to the principal prepaid. (e) The Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to (i) 100% of the Net Cash Proceeds net proceeds from any sale or other disposition by any Loan Party the Borrower of any inventory (other than sales of inventory in the ordinary course), (ii) 50% of the net proceeds of any sale or other disposition by the Borrower of any of the SSC Securities, and (iiiii) 100% of the Net Cash Proceeds net proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities Division and any sale or dispositions permitted by Section 7.6(d)), or series of related sales or dispositions, by any Loan Party the Borrower of any assets not otherwise referenced above in this Section 3.1(e), where the Net Cash Proceeds net proceeds exceed $5,000,000 3,000,000 for any such sale or $10,000,000 6,000,000 in the aggregate for all such sales; provided, however, that the Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to 100% of the Net Cash Proceeds from the sale or other disposition of the SSC Securities if the Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such prepayment of Net Cash Proceeds net proceeds shall be due immediately upon the receipt by such Loan Party the Borrower of such Net Cash Proceedsnet proceeds. Any amount due to the holders of the Tranche B Term Loans hereunder shall be prorated between principal and the Make Whole Premium with respect to the principal prepaid. (f) Such mandatory prepayments pursuant to Section 3.1(d) and Section 3.1(e(e) above shall be distributed to the Senior Note Holders and the Lenders pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders waive in writing their right to receive a mandatory prepayment, the Borrower shall make such mandatory prepayment pursuant to Section 3.1(d) or Section 3.1(e), as applicable, to the Lenders only and in an amount equal to the Lenders’ pro rata share as calculated in this sentence. The mandatory prepayments required to the Lenders by Section 3.1(dsubsections (d) and Section 3.1(e(e) above shall be applied by the Borrower as follows: (i) in connection with net proceeds arising from the sale or other disposition of assets which are included in the Borrowing Base, to repay Revolving Loans in an amount necessary so that the aggregate amount outstanding under such Revolving Loans does not exceed the Borrowing Base, and (ii) in all other Obligations cases, first to repay the outstanding hereunderTerm Loans, pro rata based on the principal outstanding under each such Term Loan, and then to the outstanding Revolving Loans. Mandatory prepayments of principal of the Term Loans required by subsections (d) and (e) and this subsection (f) shall be allocated among the Term Loan Lenders pro rata on the basis of the outstanding principal amount of Term Loans held by each. (g) If at any time: (i) the sum of (x) the aggregate principal amount of Revolving Loans outstanding, plus (y) the aggregate principal amount of Swing Line Advances outstanding, plus (z) the Letter of Credit Obligations outstanding, exceeds (ii) the Borrowing Base in effect at such time, then the Borrower shall immediately pay to the Agent for the respective accounts of the Lenders the amount of such excess. Such payment shall be applied as follows: to pay first, to pay all amounts of interest and principal outstanding on the Revolving Loans; and second, to cash collateralize any outstanding Letters of Credit. In the event the Borrower is required to pay any outstanding Eurodollar Borrowings by reason of this Section 3.1(g) prior to the end of the applicable Interest Period therefor, the Borrower shall indemnify each Lender against the losses, costs and expenses described in Section 3.14 incurred by such Lender.3.15

Notes; Repayment of Principal. (a) The Borrower’s 's obligations to pay the principal of, and interest on, the Revolving Loans to each Lender shall be evidenced by the records of the Agent and such Lender and by a Note Notes payable to such Lender. (b) All outstanding and unpaid principal amounts under the Revolving Loans and the Term Loans shall be due and payable in full on the earlier of (i) the applicable Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 88 of this Agreement. (ci) The Borrower shall make a mandatory repayment of the Tranche A Term Loans in the payment amount specified below on the applicable payment date corresponding to such payment amount, as follows: Payment Date Payment Amount March [23], 2004 $5,000,000 September [23], 2004 $5,000,000 March [23], 2005 $5,000,000 The Borrower shall repay the remaining unpaid balance of the Tranche A Term Loan in full on the Tranche A Term Loan Maturity Date. (ii) The Borrower shall repay the Tranche B Term Loans in full on the Tranche B Maturity Date. (iii) The Borrower shall repay all Swing Line Advances in full on the earlier of (i) the Swing Line Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 8Date. (d) The Borrower shall make mandatory prepayments to the Senior Note Holders and the Lenders in an amount equal to 100% of the Net Proceeds of Stock and 100% of the Net Cash Proceeds received or any offering by the Borrower or a Subsidiary in respect of any offering by any Loan Party of Subordinated Debt (other than an offering which increases the outstandings under the Borrower’s 's Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Closing Date and described on Schedule S-1 hereto). Each such Such prepayment shall be due immediately upon the receipt by such Loan Party the Borrower of such Net Proceeds net proceeds. Any prepayment of Stock or Net Cash Proceeds, as applicablethe Tranche B Term Loans shall be accompanied by the payment of a Make Whole Premium with respect to the principal prepaid. (e) The Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to (i) 100% of the Net Cash Proceeds net proceeds from any sale or other disposition by any Loan Party the Borrower of any inventory (other than sales of inventory in the ordinary course), (ii) 50% of the net proceeds of any sale or other disposition by the Borrower of any of the SSC Securities, and (iiiii) 100% of the Net Cash Proceeds net proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities Division and any sale or dispositions permitted by Section 7.6(d)), or series of related sales or dispositions, by any Loan Party the Borrower of any assets not otherwise referenced above in this Section 3.1(e), where the Net Cash Proceeds net proceeds exceed $5,000,000 3,000,000 for any such sale or $10,000,000 6,000,000 in the aggregate for all such sales; provided, however, that the Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to 100% of the Net Cash Proceeds from the sale or other disposition of the SSC Securities if the Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such prepayment of Net Cash Proceeds net proceeds shall be due immediately upon the receipt by such Loan Party the Borrower of such Net Cash Proceedsnet proceeds. Any amount due to the holders of the Tranche B Term Loans hereunder shall be prorated between principal and the Make Whole Premium with respect to the principal prepaid. (f) Such mandatory prepayments pursuant to Section 3.1(d) and Section 3.1(e(e) above shall be distributed to the Senior Note Holders and the Lenders pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders waive in writing their right to receive a mandatory prepayment, the Borrower shall make such mandatory prepayment pursuant to Section 3.1(d) or Section 3.1(e), as applicable, to the Lenders only and in an amount equal to the Lenders’ pro rata share as calculated in this sentence. The mandatory prepayments required to the Lenders by Section 3.1(dsubsections (d) and Section 3.1(e(e) above shall be applied by the Borrower as follows: (i) in connection with net proceeds arising from the sale or other disposition of assets which are included in the Borrowing Base, to repay Revolving Loans in an amount necessary so that the aggregate amount outstanding under such Revolving Loans does not exceed the Borrowing Base, and (ii) in all other Obligations cases, first to repay the outstanding hereunderTerm Loans, pro rata based on the principal outstanding under each such Term Loan, and then to the outstanding Revolving Loans. Mandatory prepayments of principal of the Term Loans required by subsections (d) and (e) and this subsection (f) shall be allocated among the Term Loan Lenders pro rata on the basis of the outstanding principal amount of Term Loans held by each. (g) If at any time: (i) the sum of (x) the aggregate principal amount of Revolving Loans outstanding, plus (y) the aggregate principal amount of Swing Line Advances outstanding, plus (z) the Letter of Credit Obligations outstanding, exceeds (ii) the Borrowing Base in effect at such time, then the Borrower shall immediately pay to the Agent for the respective accounts of the Lenders the amount of such excess. Such payment shall be applied as follows: to pay first, to pay all amounts of interest and principal outstanding on the Revolving Loans; and second, to cash collateralize any outstanding Letters of Credit. In the event the Borrower is required to pay any outstanding Eurodollar Borrowings by reason of this Section 3.1(g) prior to the end of the applicable Interest Period therefor, the Borrower shall indemnify each Lender against the losses, costs and expenses described in Section 3.14 incurred by such Lender.Section

Notes; Repayment of Principal. (a) The Borrower’s 's obligations to pay the principal of, and interest on, the Revolving Loans to each Lender shall be evidenced by the records of the Agent and such Lender and by a Note Notes payable to such Lender. (b) All outstanding and unpaid principal amounts under the Revolving Loans shall be due and payable in full on the earlier of (i) the Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 88 of this Agreement. (c) The Borrower shall repay all Swing Line Advances in full on the earlier of (i) the Swing Line Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 8. (d) The Borrower shall make mandatory prepayments to the Senior Note Holders and the Lenders in an amount equal to 100% of the Net Proceeds of Stock and 100% of the Net Cash Proceeds received by the Borrower or a Subsidiary in respect of any offering by any Loan Party of Subordinated Debt (other than an offering which increases the outstandings under the Borrower’s Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Closing Date and described on Schedule S-1 hereto). Each such prepayment shall be due immediately upon the receipt by such Loan Party of such Net Proceeds of Stock or Net Cash Proceeds, as applicable. (e) The Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to (i) 100% of the Net Cash Proceeds from any sale or other disposition by any Loan Party of any inventory (other than sales of inventory in the ordinary course) and (ii) 100% of the Net Cash Proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 7.6(d)), or series of related sales or dispositions, by any Loan Party of any assets not otherwise referenced above in this Section 3.1(e), where the Net Cash Proceeds exceed $5,000,000 for any such sale or $10,000,000 in the aggregate for all such sales; provided, however, that the Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to 100% of the Net Cash Proceeds from the sale or other disposition of the SSC Securities if the Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such prepayment of Net Cash Proceeds shall be due immediately upon the receipt by such Loan Party of such Net Cash Proceeds. (f) Such mandatory prepayments pursuant to Section 3.1(d) and Section 3.1(e) shall be distributed to the Senior Note Holders and the Lenders pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders waive in writing their right to receive a mandatory prepayment, the Borrower shall make such mandatory prepayment pursuant to Section 3.1(d) or Section 3.1(e), as applicable, to the Lenders only and in an amount equal to the Lenders’ pro rata share as calculated in this sentence. The mandatory prepayments required to the Lenders by Section 3.1(d) and Section 3.1(e) shall be applied by the Borrower to repay Revolving Loans and other Obligations outstanding hereunder. (g) If at any time: (i) the sum of (x) time the aggregate principal amount of Revolving Loans outstanding, plus outstanding exceeds the lesser of (y) the aggregate principal amount of Swing Line Advances outstanding, plus (z) the Letter of Credit Obligations outstanding, exceeds (iii) the Borrowing Base in effect at such time or (ii) (x) the aggregate Commitments in effect at such time, less (y) as of any date of determination, the Prudential Reserve, if any, then the Borrower shall immediately pay to the Agent for the respective accounts of the Lenders the amount of such excess. Such payment shall be applied as follows: to pay first, to pay all amounts of interest and principal outstanding on the Revolving Loans; and second. Additionally, to cash collateralize the extent the proceeds of any outstanding Letters mandatory repayment under the Existing Credit Agreement or the Term Loan Agreements are delivered to the Agent by the Collateral Agent as required by the Intercreditor Agreement, such payment shall be a mandatory repayment of Creditthe Loans hereunder and shall be accompanied by a permanent reduction of the Commitments in the amount of such prepayment, with such reduction applying to proportionately reduce the Commitments of each of the Lenders. In the event the Borrower is required to pay any outstanding Eurodollar Borrowings by reason of this Section 3.1(g) prior to the end of the applicable Interest Period therefor, the Borrower shall indemnify each Lender against the losses, costs and expenses described in Section 3.14 incurred by such Lender.Section

Notes; Repayment of Principal. (a) The Borrower’s 's obligations to pay the principal of, and interest on, the Revolving Loans to each Lender shall be evidenced by the records of the Agent and such Lender and by a Note Notes payable to such Lender. (b) All outstanding and unpaid principal amounts under the Revolving 364-Day Loans and the Term Loans shall be due and payable in full on the earlier of (i) the applicable Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 88 of this Agreement. (c) The Borrower shall repay the Tranche A Term Loans in full on the Tranche A Term Loan Maturity Date and shall repay the Tranche B Term Loans in full on the Tranche B Maturity Date. The Borrower shall repay all Swing Line Advances in full on the earlier of (i) the Swing Line Maturity Date or (ii) the date the Revolving Loans are accelerated in accordance with the terms and conditions of Article 8Date. (d) The Borrower shall make mandatory prepayments to the Senior Note Holders and the Lenders in an amount equal to 100% of the Net Proceeds of Stock and 100% of the Net Cash Proceeds received or any offering by the Borrower or a Subsidiary in respect of any offering by any Loan Party of Subordinated Debt (other than an offering which increases the outstandings under the Borrower’s 's Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Closing Date and described on Schedule S-1 hereto). Each such Such prepayment shall be due immediately upon the receipt by such Loan Party the Borrower of such Net Proceeds net proceeds. Any prepayment of Stock or Net Cash Proceeds, as applicablethe Tranche B Term Loans shall be accompanied by the payment of a Make Whole Premium with respect to the principal prepaid. (e) The Borrower shall make additional mandatory prepayments to the Senior Note Holders and the Lenders in amounts equal to (i) 100% of the Net Cash Proceeds net proceeds from any sale or other disposition by any Loan Party the Borrower of any inventory (other than sales of inventory in the ordinary course) and ), (ii) 100% of the Net Cash Proceeds net proceeds from any sale or other disposition by the Borrower of any of its Stock in AgraTech Seeds Inc., CF Holdings Inc., a cooperative marketing association, or InTrade Inc., an international cooperative marketing association, (iii) 50% of the net proceeds of any sale or other disposition by the Borrower of any of the SSC Securities, and (iv) 100% of the net proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 7.6(d)), or series of related sales or dispositions, by any Loan Party the Borrower of any assets not otherwise referenced above in this Section 3.1(e), where the Net Cash Proceeds net proceeds exceed $5,000,000 for 1,000,000, other than any such sale of (A) the assets of the Pork Division, or $10,000,000 in (B) the aggregate for all such sales; provided, however, that the Borrower shall make additional mandatory prepayments ADM Shares to the Senior Note Holders and extent the Lenders in amounts equal to 100% of the Net Cash Proceeds net proceeds from the sale or other disposition of the SSC Securities if ADM Shares are used to repay the Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note DocumentsRabobank Total Return Swap. Each such prepayment of Net Cash Proceeds net proceeds shall be due immediately upon the receipt by such Loan Party the Borrower of such Net Cash Proceedsnet proceeds. Any amount due to the holders of the Tranche B Term Loans hereunder shall be prorated between principal and the Make Whole Premium with respect to the principal prepaid. (f) Such mandatory prepayments pursuant to Section 3.1(d) and Section 3.1(e(e) above shall be distributed to the Senior Note Holders and the Lenders pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that net proceeds received from any sale described in clause (e) (ii) above shall be paid solely to the Lenders if consented to by the Senior Note Holders waive in writing their right to receive a mandatory prepayment, the Borrower shall make such mandatory prepayment pursuant to Section 3.1(d) or Section 3.1(e), as applicable, to the Lenders only and in an amount equal to the Lenders’ pro rata share as calculated in this sentenceHolders. The mandatory prepayments required to the Lenders by Section 3.1(dsubsections (d) and Section 3.1(e(e) above shall be applied by the Borrower as follows: (i) in connection with net proceeds arising from the sale or other disposition of assets which are included in the Borrowing Base, to repay Revolving 364-Day Loans in an amount necessary so that the aggregate amount outstanding under such 364-Day Loans does not exceed the Borrowing Base, (ii) in connection with net proceeds arising from the sale or other disposition of assets described in Section 3.1(e)(ii) above, upon the consent of the requisite Senior Note Holders, to repay 364-Day Loans, and absent such consent, to repay the Term Loans as set forth in Section 3.1(f)(iii), and (iii) in all other Obligations cases, first to repay the outstanding hereunderTerm Loans, pro rata based on the principal outstanding under each such Term Loan, and then to the outstanding 364-Day Loans. Mandatory prepayments of principal of the Term Loans required by subsections (d) and (e) and this subsection (f) shall be allocated among the Term Loan Lenders pro rata on the basis of the outstanding principal amount of Term Loans held by each. (g) If at any time: (i) the sum of (x) the aggregate principal amount of Revolving 364-Day Loans outstanding, plus (y) the aggregate principal amount of Swing Line Advances outstanding, plus (z) the Letter of Credit Obligations outstanding, exceeds (ii) the Borrowing Base in effect at such time, then the Borrower shall immediately pay to the Agent for the respective accounts of the Lenders the amount of such excess. Such payment shall be applied as follows: to pay first, to pay all amounts of interest and principal outstanding on the Revolving 364-Day Loans; and second, to cash collateralize any outstanding Letters of Credit. In the event the Borrower is required to pay any outstanding Eurodollar Borrowings by reason of this Section 3.1(g) prior to the end of the applicable Interest Period therefor, the Borrower shall indemnify each Lender against the losses, costs and expenses described in Section 3.14 incurred by such Lender.Section