SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of May 8, 2006, is made and entered into by and among GOLD XXXX INC. (formerly known as Gold Xxxx Holdings Inc.), a Delaware corporation (the “Borrower”), the various banks and other lending institutions and institutional investors as are listed on the signature pages hereof as Lenders, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as the agent for the Lenders (the “Agent”). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement (defined below).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Agent, and the other agents party thereto are parties to that certain Fifth Amended and Restated Credit Agreement dated as of December 16, 2005 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Agent and the Lenders amend Section 7.1 of the Credit Agreement and the Agent and the Lenders have agreed to such amendment on the terms and conditions set forth in this Amendment;

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration paid by each party to the other, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment to Section 7.1 of the Credit Agreement. Section 7.1, Financial Covenants, is hereby modified and amended by amending and restating subsection (b) thereof in its entirety as follows:

“(b) Fixed Charge Coverage Ratio. The Borrower shall not permit the Fixed Charge Coverage Ratio as of the last day of any fiscal quarter to be less than 1.25 to 1.00 unless, as of the last day of such fiscal quarter and each day thereafter until the last day of the immediately succeeding fiscal quarter, (i) Availability shall not be less than $75,000,000, and (ii) (x) the amount calculated pursuant to clause (a) of the definition of Collateral Coverage Ratio set forth herein as of the last day of such fiscal quarter, minus (y) the aggregate amount of all outstanding Letter of Credit Obligations, Swing Line Advances and Revolving Loans outstanding for each day during such period, shall not be less than $75,000,000.”

2. Strict Compliance. Except for the amendment set forth above, the text of the Credit Agreement and the Loan Documents shall remain in full force and effect. The Borrower acknowledges and expressly agrees that the Lenders reserve the right to, and do in fact, require strict compliance with all terms and provisions of the Credit Agreement and the other Loan Documents.

3. Representations and Warranties. The Borrower hereby represents and warrants in favor of the Agent and each Lender as follows:

(a) the Borrower has the corporate power and authority (i) to enter into this Amendment, and (ii) to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it;

(b) this Amendment has been duly authorized, validly executed and delivered by one or more authorized signatories of the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms;

(c) the execution and delivery of this Amendment and performance by the Borrower under the Credit Agreement do not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Borrower which has not already been obtained, nor contravene or conflict with the charter documents of the Borrower, or the provisions of any statute, judgment, order, indenture, instrument, agreement or undertaking, to which the Borrower is a party or by which any of its properties are or may become bound; and

(d) as of the date hereof, and after giving effect to this Amendment (i) no Default or Event of Default exists under the Credit Agreement, and (ii) each representation and warranty set forth in Article 5 of the Credit Agreement is true and correct in all material respects, except to the extent that such representations and warranties expressly relate solely to an earlier date.

4. Loan Document. This Amendment shall be deemed to be a Loan Document for all purposes.

5. Expenses. The Borrower agrees to pay all reasonable expenses of the Agent incurred in connection with this Amendment and the other agreements, instruments and documents to be delivered in connection therewith, including, without limitation, all fees and expenses of counsel to the Agent.

6. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. Any signatures delivered by a party by facsimile transmission or by e-mail transmission of an adobe file format document (also known as a PDF file) shall be deemed an original signature hereto.

- 2 -

7. Governing Law. This Amendment shall be deemed to be made pursuant to the laws of the State of New York applicable to contracts made and performed in the State of New York without regard to the conflict of laws principles thereof.

8. Conditions to Effectiveness. This Amendment shall be effective as of the date first written above upon the satisfaction of the following conditions, which shall be satisfactory in form and substance to the Agent:

(a) This Amendment shall have been duly executed and delivered by the Borrower, the Agent and the Required Lenders;

(b) The Borrower shall have paid to the Agent, on behalf of each Lender that delivers its executed signature page to this Amendment to the Agent by 5 p.m. (New York time) on May 8, 2006, an amendment fee in an amount equal to 0.05% multiplied by such Lender’s Commitment; and

(c) The Loan Parties shall have provided such other information, documents, instruments and approvals as the Agent or the Agent’s counsel may reasonably require.

9. Reference to and Effect on the Loan Documents. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

(THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK)

- 3 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

BORROWER:		GOLD XXXX INC.
		By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Chief Financial Officer, Vice President
		By:		/s/ J. Xxxxx Xxxxx
		Name:		J. Xxxxx Xxxxx
		Title:		General Counsel, Vice President and Secretary
				[CORPORATE SEAL]
AGENT AND LENDERS:		COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Executive Director
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Executive Director

(SIGNATURES CONTINUE ON NEXT PAGE)

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

SUNTRUST BANK
By:		/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Managing Director
ING CAPITAL LLC
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Vice President
XXXXXX X.X.
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Vice President
U.S. BANK NATIONAL ASSOCIATION
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx
Title:		Vice President
COBANK, ACB
By:		/s/ Xxx Xxxxxxxx
Name:		Xxx Xxxxxxxx
Title:		Vice President

(SIGNATURES CONTINUE ON NEXT PAGE)

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

NATEXIS BANQUES POPULAIRES
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Assistant Vice President
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By:		/s/ Xxxx XxXxxxxx
Name:		Xxxx XxXxxxxx
Title:		Vice President
GREENSTONE FARM CREDIT SERVICES, ACA/FLCA
By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxxx, Xx.
Title:		VP/Sr. Lending Officer
JPMORGAN CHASE BANK
By:
Name:
Title:

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

CONSENT OF GUARANTORS

We, the undersigned, each as a Guarantor pursuant to that certain Fourth Amended and Restated Subsidiary Guaranty dated as of the 16th day of December, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), hereby each (a) acknowledge receipt of a copy of the foregoing Amendment, and (b) acknowledge, consent and agree that (i) the Guaranty remains in full force and effect, and (ii) the execution and delivery of the foregoing Amendment and any and all documents executed in connection therewith shall not alter, amend, reduce or modify our respective obligations and liabilities under the Guaranty.

AGRATECH SEEDS INC.				(SEAL)
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Treasurer
AGRATRADE FINANCING, INC.				(SEAL)
By:		/s/ Xxxxxxx X. Xxxx
Name		: Xxxxxxx X. Xxxx
Title:		Treasurer
CROSS EQUIPMENT COMPANY, INC.				(SEAL)
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Treasurer
GK FINANCE CORPORATION				(SEAL)
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Vice President

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GK PEANUTS, INC.				(SEAL)
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Treasurer
GK PECANS, INC.				(SEAL)
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Treasurer
XXXXX INC.				(SEAL)
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		Treasurer
AGVESTMENTS, INC.				(SEAL)
By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		President

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT