Xxxxxxxxx 0X. Xxxxxxxxx 6B is hereby modified and amended by deleting it in its entirety and substituting the following in lieu thereof:
Xxxxxxxxx 0X. The Note Agreement is hereby amended by adding a new paragraph 5U thereto reading as follows:
Xxxxxxxxx 0X. Xxxxxxxxx 5F of the Agreement is amended in its entirety to read as follows:
Xxxxxxxxx 0X. Xxxxxxxxx 6F is hereby modified and amended by deleting clauses (i), (ii), (iii) and (iv) in their entirety and substituting the following in lieu thereof:
(i) any Subsidiary may merge with (a) the Company, provided that the Company shall be the continuing or surviving corporation, unless such merger is in connection with a Permitted Conversion Transaction, in which case such Subsidiary may be the surviving corporation so long as at the time of the completion of such Permitted Conversion Transaction (1) such Subsidiary assumes all of the obligations of the Company under the Notes and the other Related Documents in form and substance acceptable to the Noteholders, (2) such Subsidiary executes and delivers to the Noteholders the Security Agreement and such other agreements, instruments and documents requested by the Noteholders, including, without limitation, Uniform Commercial Code financing statements and title insurance policies, in form and substance satisfactory to the Noteholders, and (3) an opinion of counsel, acceptable to the Noteholders, is delivered to each Noteholder confirming the due organization of such Subsidiary, the enforceability of the agreements, instruments and documents described in clause (2) above, and such other matters as the Noteholders may reasonably request, or (b) any one or more other Subsidiaries provided that if any Related Party is party to such merger, a Related party shall be the continuing or surviving corporation;
(ii) any Subsidiary may sell, lease or otherwise dispose of any of its assets to the Company or another Related Party; and
(iii) any Subsidiary may sell or otherwise dispose of all or substantially all of its assets subject to the conditions specified in paragraph 6E with respect to a sale of the Stock of such Subsidiary; and
(iv) the Company may sell or otherwise dispose of its interests in Agratech Seeds Inc., a Georgia corporation, provided, that (x) the net proceeds of any such sale or other disposition, if any, are contributed to the Company, or (y) such sale or disposition results in favorable federal tax treatment, or a federal tax deduction pursuant to Section 170 of the Code.”
Xxxxxxxxx 0X. The second sentence of paragraph 5A of the Agreement is amended to read in its entirety as follows: "On or before June 29, 1998, the fiscal year of the Company and its Subsidiaries shall end on April 30 in each year and the fiscal quarters of the Company and its Subsidiaries shall end on July 31, October 31, January 31 and April 30 in each year; from and after June 29, 1998, the fiscal year of the Company and its Subsidiaries shall end on June 30 in each year and the fiscal quarters of the Company and its Subsidiaries shall end on September 30, December 31, March 31 and June 30 in each year."
Xxxxxxxxx 0X. The second paragraph of paragraph 6A of the Note Agreement is amended in its entirety to read as follows: Notwithstanding any of the provisions of this Agreement, the Company will not, and will not permit any Restricted Subsidiary to, enter into any transaction pursuant to paragraph 50, paragraph 6B, clauses (vii) and (viii) of xxxxxxxxx 0X, xxxxxxxxx 0X, clauses (i) (b), (i) (c), (ii) (b) and (iii) of paragraph 6G and paragraph 6I, if the consummation of any such transaction would result in a violation of clause (ii) of this paragraph 6A, calculated for such purpose as of the date on which such transaction were to be consummated, both immediately before and after giving effect to the consummation of such transaction. All such calculations shall be made on a PRO FORMA basis in accordance with GAAP after giving effect to any such transaction, with the ratio recomputed as at the last day of the most recently ended fiscal quarter of the Company as if such transaction had occurred on the first day of the relevant four quarter period.
Xxxxxxxxx 0X. Xxxxxxxxx 6F is amended and restated in its entirety to read as follows:
Xxxxxxxxx 0X. Xxxxxxxxx 6B of the Note Agreement is hereby amended by changing the figure "$60,000,000" in clause (b)(ii) thereof to "$80,000,000".
Xxxxxxxxx 0X. Credit Fee. Paragraph 5Q is amended in its entirety to read as follows:
Xxxxxxxxx 0X. The references to “borrowing base report” in Paragraph 5A(v) are hereby replaced in their entirety with “Borrowing Base Report”.
