THIRD AMENDMENT TO LOAN AND SECURITY
AGREEMENT BETWEEN U.S. BANK
and
HORIZON ORGANIC HOLDING CORPORATION
HORIZON ORGANIC DAIRY, INC.
HORIZON ORGANIC DAIRY, MARYLAND FARM, INC.
HORIZON ORGANIC DAIRY, IDAHO FARM, INC.
DATED JULY 15, 1997
This Third Amendment to Loan and Security Agreement (this "Amendment")
is made as of the 14th day of October, 1998, between Horizon Organic Holding
Corporation, a Delaware corporation; Horizon Organic Dairy, a Colorado
corporation, Horizon Organic Dairy, Maryland Farm, Inc., a Colorado corporation;
Horizon Organic Dairy, Idaho Farm, Inc., a Colorado Corporation (hereinafter
referred to as "Borrower" whether one or more), and U.S. Bank National
Association ( Bank"), successor by assignment to U.S. Bancorp Ag Credit, Inc.
f/k/a FBS Ag Credit, Inc., a Colorado corporation.
RECITAL
-------
The Borrower has requested that Bank extend the term of the Line of
Credit extended to Borrower under the Loan and Security Agreement between
Borrower and Bank dated July 15, 1997, as amended (the "Loan Agreement"),
together with the Maturity of the Line of Credit Note, from June 30, 1999 to
June 30, 2000 and to otherwise amend the Loan Agreement, and Bank is willing to
do so on the terms and conditions herein contained.
NOW THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in the Loan Agreement and this Amendment, and of any loans
or extensions of credit or other financial accommodations heretofore, now or
hereafter made to or for the benefit of the Borrower by Bank, the Borrower and
Bank agree as follows:
1. All references to FBS Ag Credit or to U.S. Bancorp in the Loan Agreement
or in any of the other Financing Agreements shall be deemed references to Bank.
2. The following definitions under Subsection 1.1 of the Loan Agreement,
General Definitions, shall be added, deleted or amended as follows:
"Borrowing Base" shall be deleted.
"Borrowing Base Certificate" shall be deleted.
"Eligible Prepaid Expenses for Feed" shall mean prepayment for feed meeting
the following criteria: (a) when received by the Borrower the feed would be
within the definition of Inventory free of liens or conflicting claims of
ownership, whether such liens or conflicting claims are asserted or could be
asserted by any Person; (b) amounts prepaid to any Person shall not be eligible,
if at that time such Person is more than thirty (30) days delinquent in the
performance of any obligation to Borrower; (c) amounts prepaid to Affiliates
shall not be eligible; (d) amounts prepaid to a Person that is located outside
the United States shall not be eligible unless the performance obligation of
such Person is secured by a letter of credit issued or confirmed by a bank
acceptable to Bank or covered by a performance bond in form and substance
acceptable to Bank; (e) amounts prepaid which may be subject to rights of setoff
or counterclaim by the Person to whom they were paid shall not be eligible; and
(f) amounts prepaid, the performance obligation relating to which, in Bank's
opinion, may be subject to liens or conflicting claims, whether such liens or
conflicting claims are asserted or could be asserted by any Person, or may not
be performed by the Person to which the prepayment was made because of the
financial or operational condition of such Person, shall not be eligible.
"First Bank" shall be deleted.
"Fixed Charge Coverage Ratio" shall be deleted.
"Maryland Dairy" shall be deleted.
Subsection (e), "the amount outstanding under the Line of Credit is in
excess of the Borrowing Base" of the definition of "Matured Default" shall be
deleted.
"Property" shall mean those premises owned or operated by Borrower.
"Reference Rate" shall mean the Reference Rate quoted by Bank as of 12:00
Noon on a given day in Minneapolis, Minnesota, which is a base rate that Bank
from time to time establishes and which serves as a basis upon which effective
rates of interest are calculated for those loans which make reference thereto.
Borrower acknowledges that said Reference Rate is not necessarily the lowest
index rate used or the lowest rate made available to customers by Bank.
"Revolving Loan Commitment" shall mean at the time any determination
thereof is to be made, the obligation of the Bank to make Line of Credit
Advances and to provide Letters pursuant to Section 2.1 up to, but not exceeding
in the aggregate principal amount at any time of Twenty Million Dollars
($20,000,000).
"Subordinated Debt" shall mean indebtedness of Borrower that is fully and
properly subordinated to the Liabilities as determined by Bank in its reasonable
discretion.
"Tangible Net Worth" shall mean, as of any particular date, the difference
between: (a) Borrower's consolidated total assets as they would normally be
shown on the balance sheet of Borrower, adjusted by deducting: (i) all values
attributable to General Intangibles, except: bank deposit accounts; Margin
Accounts; Eligible Prepaid Expenses for Feed; government subsidy; set aside;
diversion; deficiency or disaster payments receivable which are properly
assigned to Bank; and Commodity Credit Corporation storage agreement or contract
receivables which are properly assigned to Bank, and by deducting (ii) Accounts
due from Affiliates with no further adjustment required for Accounts due from
Affiliates already eliminated in consolidation except Accounts due from
Affiliates which Borrower could legally collect by setoff against Accounts due
to Affiliates; and (b) Borrower's consolidated total liabilities as they would
normally be shown on the balance sheet of Borrower adjusted by adding
Subordinated Debt.
"Unallocated Cash Flow" shall be deleted.
"Working Capital" shall mean, as of any particular date, the amount of
Borrower's consolidated current assets, less Borrower's consolidated current
liabilities, treating all amounts currently owing to Affiliates (except amounts
owing to Affiliates eliminated by consolidation) as current liabilities and
giving no value as assets to any amounts currently owing from Affiliates,
treating all livestock (stated at net value) and Eligible Prepaid Expenses for
Feed as current assets and treating Total Revolving Outstandings as current
liabilities.
"Working Capital Ratio" shall mean, as of any particular date, the ratio of
Borrower's consolidated current assets, to Borrower's consolidated current
liabilities, treating all amounts currently owing to Affiliates (except amounts
owing to Affiliates eliminated by consolidation) as current liabilities and
giving no value as assets to any amounts currently owing from Affiliates,
treating all livestock (stated at net value) and Eligible Prepaid Expenses for
Feed as a current asset and treating Total Revolving Outstandings as current
liabilities.
3. Subsection 2.1.1 of the Loan Agreement, Line of Credit, shall be amended
to read in full as follows:
2.1.1 Line of Credit. Bank agrees to make advances ("Line of Credit
Advances") to Borrower from time to time from and after the date of this
Agreement, through and including June 30, 2000 ("Termination Date"); provided
that no such Line of Credit Advance will be made in any amount which, after
giving effect to such Line of Credit Advance, would cause Total Revolving
Outstandings to exceed the Revolving Loan Commitment. ("Line of Credit"). The
Line of Credit Advances shall be evidenced by and repayable in accordance with
the terms of Borrower's promissory note ("Line of Credit Note"), the form of
which is attached as Exhibit 2C. Bank, in its sole and absolute discretion, may
elect to make Line of Credit Advances to Borrower in excess of the amounts
available pursuant to the terms of this Agreement, and any such Line of Credit
Advances shall also be governed by the terms hereof. Bank shall also have the
option, in its sole discretion and without any obligation to do so, to extend
the Termination Date for the making of Line of Credit Advances. In the event
that Bank elects to extend such Termination Date, Bank shall give notice to
Borrower pursuant to Section 10.19.
4. Subsection 2.1.2 of the Loan Agreement, Letters of Credit, shall be
amended to read in full as follows:
2.1.2 Letters of Credit. Bank further agrees to issue its irrevocable
letters of credit (collectively "Letters" and individually, a "Letter") for the
account of Borrower for the benefit of one or more beneficiaries to be named by
Borrower (the "Beneficiary"), whether one or more, in form and substance
acceptable to the Beneficiary provided that no Letter of Credit will be issued
in any amount which, after giving effect to such issuance, would cause (a) Total
Revolving Outstandings to exceed the Revolving Loan Commitment, or (b) the
Letter of Credit Usage to exceed $500,000. If Bank has received documents
purporting to draw under a Letter that Bank believes conform to the requirements
of the Letter, or if Bank has decided that it will comply with Borrower's
written or oral request of authorization to pay a drawing on any Letter that
Bank does not believe conforms to the requirements of the Letter, Bank will
notify Borrower of that fact. Borrower shall reimburse Bank by 9:30 a.m.
(mountain time) on the day on which such drawing is to be paid in an amount
equal to the amount of such drawing. Any amount by which Borrower has failed to
reimburse Bank for the full amount of such drawing by 10:00 a.m. on the date on
which such drawing is to be paid ("Unpaid Drawing"), may be paid by an Bank
initiated Line of Credit Advance. The obligation of Borrower to reimburse Bank
for any amount drawn on any Letter, and the obligation of Borrower to repay Bank
for any Line of Credit Advance made to fund such reimbursement, shall be
absolute, unconditional and irrevocable, shall continue for so long as any
Letter is outstanding notwithstanding any termination of this Agreement, and
shall be paid strictly in accordance with the terms of this Agreement,
notwithstanding any of the following:
(a) Any lack of validity or enforceability of any Letter;
(b) The existence of any claim, setoff, defense or other
right which Borrower may have or claim at any time
against any beneficiary, transferee or holder of any
Letter (or any Person for whom any such beneficiary,
transferee or holder may be acting), Bank or any
other Person, whether in connection with a Letter,
this Agreement, the transactions contemplated hereby,
or any unrelated transaction; or
(c) Any statement or any other document presented under
any Letter proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect
whatever.
None of Bank or any of the officers, directors or employees
of either of them shall be liable or responsible for, and the
obligations of Borrower to Bank shall not be impaired by:
(d) The use which may be made of any Letter or for any
acts or omissions of any beneficiary, transferee or
holder thereof in connection therewith;
(e) The validity, sufficiency or genuineness of
documents, or of any endorsements thereon, even if
such documents or endorsements should in fact prove
to be in any or all respects invalid, insufficient,
fraudulent or forged;
(f) The acceptance by Bank of documents that appear on
their face to be in order, without responsibility for
further investigation, regardless of any notice or
information to the contrary; or
(g) Any other action of Bank in making or failing to make
payment under any Letter if in good faith and in
conformity with applicable U.S. or foreign laws,
regulations or customs.
Notwithstanding the foregoing, Borrower shall have a claim against Bank,
and Bank shall be liable to Borrower, to the extent, but only to the extent, of
any direct, as opposed to consequential, damages suffered by Borrower which
Borrower proves were caused by Bank's willful misconduct or gross negligence in
determining whether documents presented under any Letter comply with the terms
thereof.
5. Subsection 2.5 of the Loan Agreement, Loan Fees, shall be amended to
read in full as follows:
2.5 Loan Fees. Borrower agrees to pay to Bank: (a) a commitment fee for the
Revolving Loan in the amount of Fifty Thousand Dollars ($50,000), on a pro-rata
basis to the next Anniversary Date, payable as of the date of this Amendment and
annually on each Anniversary Date as long as the Line of Credit is available
hereunder; and (b) a fee in connection with the issuance and in connection with
the renewal of each Letter, in the amount of Three and One Half percent (3.5%)
of the face amount of each such Letter, payable in advance upon the issuance and
upon the renewal of each such Letter. Each of the foregoing fees shall be fully
earned on the date it becomes payable and shall be paid by a Bank initiated
Advance pursuant to Section 2.1, without prior demand by Bank.
6. The parties agree that Section 3 of the Loan Agreement, BORROWING BASE,
shall no longer be applicable and is deleted.
7. Subsection 5.1 of the Loan Agreement, Security Interests and Liens,
shall be amended to read in full as follows:
5.1 Security Interests and Liens. To secure the payment and performance of
the Liabilities, Borrower hereby grants to Bank a continuing security interest
in and to the following property and interests in property of Borrower, whether
now owned or existing or hereafter acquired or arising and wheresoever located:
all Accounts, Inventory, Equipment, Farm Products, General Intangibles, Margin
Accounts, Documents, all accessions to, substitutions for, and all replacements,
products and proceeds of the foregoing (including without limitation, proceeds
of insurance policies insuring any of the foregoing), all books and records
pertaining to any of the foregoing (including without limitation, customer
lists, credit files, computer programs, printouts and other computer materials
and records), and all insurance policies insuring any of the foregoing. Borrower
agrees to grant to Bank other and additional security as described in Section
5.16.
8. Subsection 5.6 of the Loan Agreement, Collection of Accounts, shall be
amended to read in full as follows:
5.6 Collection of Accounts. Upon a Matured Default, Borrower designates,
makes, constitutes and appoints Bank (and all Persons designated by Bank) as
Borrower's true and lawful attorney-in-fact, with power, in Borrower's or Bank's
name, to: (a) demand payment of Accounts; (b) enforce payment of Accounts by
legal proceedings or otherwise; (c) exercise all of Borrower's rights and
remedies with respect to proceedings brought to collect an Account; (d) sell or
assign any Account upon such terms, for such amount and at such time or times as
Bank deems advisable; (e) settle, adjust, compromise, extend or renew any
Account; (f) discharge and release any Account; (g) take control in any manner
of any item of payment or proceeds of any Account; (h) prepare, file and sign
Borrower's name upon any items of payment or proceeds and deposit the same to
Bank's account on account of the Liabilities; (i) endorse Borrower's name upon
any chattel paper, document, instrument, invoice, warehouse receipt, ▇▇▇▇ of
lading, or similar document or agreement relating to any Account or any goods;
(j) sign Borrower's name on any verification of Accounts and notices to Account
Debtors; (k) prepare, file and sign Borrower's name on any proof of claim in
bankruptcy or similar proceeding against any Account Debtor; and (l) do all acts
and things which are necessary, in Bank's sole discretion, to fulfill Borrower's
obligations under this Agreement. The foregoing power of attorney is coupled
with an interest and is therefore irrevocable.
9. Subsection 5.12 of the Loan Agreement, Remittance of Proceeds to Bank,
shall no longer be applicable and is deleted.
10. Subsection 6.5 of the Loan Agreement, Location of Assets; Chief
Executive Office, shall be amended to read in full as follows:
6.5 Location of Assets; Chief Executive Office. The addresses of the chief
executive office of Borrower is: Mailing Address: ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇; and Shipping Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and
Borrower's assets (including without limitation, Inventory and Equipment) are
all located in the locations set forth on part 5 of Exhibit 6A. The books and
records of Borrower, and all of Borrower's chattel paper and records of account
are located at the chief executive office of Borrower. If any change in any of
such locations shall occur, Borrower shall promptly notify Bank of such change.
11. Part 5 of Exhibit 6A of the Loan Agreement, Locations of Borrower's
Assets, shall be amended to add: Kent County, Maryland.
12. Subsection 7.1 of the Loan Agreement, Financial and Other Information,
shall be amended to read in full as follows:
7.1 Financial and Other Information. Except as otherwise
expressly provided for in this Agreement, Borrower shall keep proper
books of record and account in which full and true entries will be made
of all dealings and transactions of or in relation to the business
and affairs of Borrower, in accordance with generally accepted
accounting principles consistently applied, and Borrower shall
cause to be furnished to Bank, from time to time and in a form
acceptable to Bank, such information as Bank may reasonably request,
including without limitation, the following:
(a) as soon as practicable and in any event within one hundred
and twenty (120) days after the end of fiscal year 1998 and within
ninety (90) days of each fiscal year of Borrower thereafter, audited
statements of income, retained earnings and changes in the financial
condition of Borrower for each year, and a balance sheet of Borrower
for such year, setting forth in each case, in comparative form,
corresponding figures as of the end of the preceding fiscal year
together with a copy of the management letter, all in reasonable detail
and satisfactory in scope to Bank and certified to Borrower by such
independent public accountants as are selected by Borrower and
satisfactory to Bank, whose opinion shall be in scope and substance
satisfactory to Bank;
(b) as soon as practicable and in any event within thirty (30)
days after the end of each monthly accounting period in each fiscal
year of Borrower in which there are amounts or Letters outstanding
under the Line of Credit: (i) statements of income and retained
earnings of Borrower for such monthly period and for the period from
the beginning of the then current fiscal year to the end of such
monthly period, and a balance sheet of Borrower as of the end of such
monthly period, setting forth, in the case of the statements of income
and retained earnings, in comparative form, figures for the
corresponding periods in the preceding fiscal year, all in reasonable
detail and certified as accurate by the chief financial officer of
Borrower, subject to changes resulting from normal year end
adjustments, and (ii) a compliance certificate of the chief financial
officer of Borrower in the form attached as Exhibit 7A;
(c) as soon as practicable and in any event within ninety (90)
days of each fiscal year of Borrower, a quarter by quarter budget for
the then current fiscal year.
13. Subsection 7.3 of the Loan Agreement, Maintenance of Properties, shall
be amended to read in full as follows:
7.3 Maintenance of Properties. Borrower shall keep Borrower's real estate,
leaseholds, equipment and other fixed assets in good condition, repair and
working order, normal wear and tear excepted, and shall not allow Borrower's
chief executive office or any of the Collateral to be moved from the locations
set forth in Section 6.5 (or to be placed on consignment) without the written
consent of Bank, which consent shall not be unreasonably withheld. Borrower
shall keep the Inventory in good and merchantable condition and shall, as
applicable, clean, feed, shelter, store, secure, refrigerate, water, medicate,
fumigate, fertilize, cultivate, irrigate, prune, process and otherwise maintain
the Inventory in accordance with the standards and practices adhered to
generally by others in the same businesses as Borrower. Borrower shall reinvest
a minimum of $2,000,000 into the dairy livestock Collateral during the fiscal
year-ending December 31, 1998 and during each fiscal year thereafter.
14. Subsection 7.6 of the Loan Agreement, Financial Covenants and Ratios,
shall be amended to read in full as follows:
7.6 Financial Covenants and Ratios. Borrower shall maintain as of the end
of each month: (a) a Tangible Net Worth of not less than $15,000,000; (b) a
Working Capital Ratio of not less than 1.15 to 1; (c) a ratio of total
liabilities to Tangible Net Worth of not more than 2.0 to 1; and (d) minimum
Working Capital of $10,000,000.
15.Subsection 8.3 of the Loan Agreement, Deposits, Investments, Advances or
Loans, shall be amended to read in full as follows:
8.3 Deposits, Investments, Advances or Loans. Borrower shall not make or
permit to exist deposits, investments, advances or loans (other than loans
existing on the date of the execution of this Agreement and disclosed to Bank in
writing on or prior to such date) in or to Affiliates or any other Person,
except: (a) loans to officers, directors, employees, or Affiliates as and when
permitted by Section 8.9; and (b) the deposits and investments described in
Exhibit 8B. Borrower shall not invest more than $3,000,000 per year in growing
crops unless Working Capital, without considering the investment in growing
crops is greater than $10,000,000.
16. Subsection 8.4 of the Loan Agreement, Indebtedness, shall be amended to
read in full as follows:
8.4 Indebtedness. Except for those obligations and that indebtedness
presently in existence and reflected in Borrower's financial statements referred
to in Section 6.14 or referred to in Section 6.7, Borrower shall not incur,
create, assume, become or be liable in any manner with respect to, or permit to
exist, any obligations or indebtedness, direct or indirect fixed or contingent,
in excess of $400,000 per year, except: (a) the Liabilities; (b) obligations
secured by liens or security interests permitted under Section 8.1 or contingent
obligations permitted under Section 8.5; or lease obligations permitted under
Section 8.14; and (c) trade obligations, Producer Payables and normal accruals
in the ordinary course of Borrower's business not yet due and payable, or with
respect to which Borrower is contesting in good faith the amount or validity
thereof by appropriate proceedings, and then only to the extent that Borrower
has set aside on Borrower's books adequate reserves therefor, if appropriate
under generally accepted accounting principles. Borrower shall not permit to
exist any other depository account for the receipt of prepayments of any type
whatsoever, except the account referred to in Section 5.6.
17.Subsection 8.7 of the Loan Agreement, Capital Investment Limitations,
shall be amended to read in full as follows:
8.7 Capital Investment Limitations. Borrower shall not purchase, invest in
or otherwise acquire real estate, equipment or other fixed assets in any fiscal
year, in an amount in excess of the lesser of: (a) $10,000,000; or (b) an amount
that would result in Borrower's violation of Section 7.6. For the purpose of
calculating net annual capital expenditures and capital leases, the
determination would be calculated as: 1) the fiscal year-end net property, plant
and equipment (excluding livestock), minus 2) the beginning of the fiscal year
net property, plant and equipment, plus 3) annual depreciation (excluding
livestock).
18. Subsection 8.8 of the Loan Agreement, Compensation of Officers and
Directors, shall be amended to read in full as follows:
8.8 Compensation of Officers and Directors. If Borrower is in violation of
Section 7.6 at any time during any fiscal year, then Borrower shall not pay
Borrower's officers and directors compensation (including without limitation,
salary, bonus, management fees and incentive compensation of any type other than
stock options) in the aggregate during such fiscal year, in an amount in excess
of the greater of: (a) $1,000,000; or (b) 20% of net income.
19. Subsection 8.12 of the Loan Agreement, Issuance of Stock, shall be
deleted.
8.14 Lease Limitations. Borrower's payment obligations under all operating
leases and similar agreements shall not exceed $350,000 in the aggregate for any
fiscal year of Borrower, without prior approval by Bank.
20.Subsection 10.7 of the Loan Agreement, Inspection, shall be amended to
read in full as follows:
10.7 Inspection. Bank (by and through its officers and employees), or any
Person designated by Bank in writing, shall have the right from time to time, to
call at Borrower's place or places of business (or any other place where
Collateral or any information as to Collateral is kept or located) during
reasonable business hours, and, without hindrance or delay, to: (a) inspect,
audit, check and make copies of and extracts from Borrower's books, records,
journals, orders, receipts and any correspondence and other data relating to
Borrower's business or to any transactions between the parties to this
Agreement; (b) make such verification concerning the Collateral as Bank may
consider reasonable under the circumstances; and (c) review operating
procedures, review maintenance of property and discuss the affairs, finances and
business of Borrower with Borrower's officers, employees or directors.
21. Subsection 10.19 of the Loan Agreement, Notices, shall be amended to
read in full as follows:
10.19 Notices. Except as otherwise expressly provided herein, any notice
required or desired to be served, given or delivered pursuant to this Agreement
shall be in writing, and shall be sent by manual delivery, telegram, telex,
facsimile transmission, overnight courier or United States mail (postage
prepaid) addressed to the party to be notified as follows:
(a) If to Bank at:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) If to Borrower at:
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇; or
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ Godward LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
22. Conditions to Advances; Documentation. The making of any Advance
provided for in this Amendment shall be conditioned upon the execution and/or
delivery of the following documents to Bank: (i) this Amendment,(ii) the Line
of Credit Note, and (iii) Secretary's Certificates of Board of Directors'
Resolutions authorizing the execution and delivery of this Amendment.
23. Incorporation of Loan Agreement. The parties agree that this Amendment
shall be an integral part of the Loan Agreement, that all of the terms set forth
therein are incorporated in this Amendment by reference, and that all terms of
this Amendment are incorporated into said Loan Agreement as of the date hereof.
All of the terms and provisions of the Loan Agreement which are not modified
herein shall remain in full force and effect. To the extent the terms of this
Amendment conflict with the terms of the Loan Agreement, the terms of this
Amendment shall control.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first written above.
HORIZON ORGANIC HOLDING CORPORATION
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ Barnet ▇. ▇▇▇▇▇▇▇▇
Its Chief Financial Officer Its President & CEO
(SEAL)
HORIZON ORGANIC DAIRY, INC.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ Barnet ▇. ▇▇▇▇▇▇▇▇
Its Chief Financial Officer Its President & CEO
(SEAL)
HORIZON ORGANIC DAIRY, MARYLAND FARM, INC.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ Barnet ▇. ▇▇▇▇▇▇▇▇
Its Chief Financial Officer Its President & CEO
(SEAL)
HORIZON ORGANIC DAIRY, IDAHO FARM, INC.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ Barnet ▇. ▇▇▇▇▇▇▇▇
Its Chief Financial Officer Its President & CEO
(SEAL)
U.S. BANK NATIONAL ASSOCIATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its
Exhibit 2C to
Loan and Security Agreement
Line of Credit Note
Attached
