INDEMNITY AGREEMENT
This Agreement is made the 15th day of June, 2000, between Xxx X.
Xxxxxxxxx, Xx. and Xxxxxxx Xxxxx Xxxxxxxxx, not individually, but solely as
Co-Executors of the Estate of Xxx Xxxxxxxx Xxxxxxxxx, Deceased ("Indemnitor"),
and Xxxxxxxxx Farms, Inc., a Mississippi corporation with its principal office
at 000 Xxxxx 00xx Xxxxxx, Xxxxxx, Xxxxxxxxxxx 00000 ("Company").
It is hereby agreed:
1. Credit Agreement. Effective March 21, 2000, a credit agreement ("Credit
Agreement") was executed by the Indemnitor and Xxxxxx Trust and Savings Bank,
individually and in its capacity as agent under the Credit Agreement, and
SunTrust Bank (all of said banks, including Xxxxxx Trust and Savings Bank in its
individual capacity, being referred to collectively "Banks" and individually as
a "Bank," and said Xxxxxx Trust and Savings Bank as agent for the Banks under
the Credit Agreement being hereinafter referred to in such capacity as "Agent"),
pursuant to which the Banks have made term loans in the aggregate principal
amount of $13,500,000.00 to the Indemnitor, which are evidenced by the term
notes of the Indemnitor (collectively "Notes"). All of the Indemnitor's
indebtedness, obligations and liabilities to the Banks under the Credit
Agreement and the other loan documents, including without limitation all such
indebtedness, obligations and liabilities evidenced by the Notes and, with
certain exceptions, all extensions and renewals of any of the foregoing are
herein collectively referred to as the "Indebtedness". All terms used herein
shall have the meaning set forth in the Credit Agreement unless expressly
defined herein.
2. Guaranty Agreement. In consideration of the credit extended and to be
extended by the Banks to the Indemnitor under the Credit Agreement, the Company
may agree to guarantee the full and prompt payment to the Agent and to each of
the Banks at maturity (whether by acceleration, lapse of time or otherwise) and
at all times thereafter of principal of all Indebtedness of the Indemnitor under
the Credit Agreement and, with certain exceptions, all extensions or renewals of
all or any part thereof and all other indebtedness, liabilities and obligations
of the Indemnitor to the Banks and the agent under the Credit Agreement.
3. Requirement of Indemnity. It is a condition of the Company's guaranty
agreement that the Indemnitor indemnify the Company in the manner set forth
herein.
4. Subrogation and Indemnity. In addition to the rights of subrogation
which the Company may have as a matter of law or equity, the Indemnitor shall
indemnify Company from and against all liabilities by reason of the guaranty
agreement, the Credit Agreement, the Note and the other loan documents and
against all demands, claims, actions, losses and expenses arising therefrom,
including reasonable attorney's fees.
5. Unearned Interest. The Indemnitor is not permitted to prepay the Notes
and has agreed to pay the full interest on the Notes even if the Notes are paid
before maturity because of default or acceleration. However, the guaranty that
the Company may provide would permit the Company to discharge its guaranty
obligation by paying the remaining Indebtedness in full without paying the
stated but unearned interest ("Full Payment"). In the event of Full Payment by
the Company, Indemnitor agrees to pay the remaining interest obligation to the
Company, rather than the Banks.
6. Reports and other Covenants. The Indemnitor shall provide to the
Company a report on the status of the Indebtedness at each regular meeting of
the Board of Directors and shall notify each member of the Board of material
events or changes in the status of the Indebtedness between Board meetings. In
addition, to the extent that the Indemnitor is required by the Credit Agreement
to provide information to the Agent or the Banks, the Indemnitor will
simultaneously provide the same information to the Company.
7. Binding Effect. The foregoing Indemnity Agreement shall be binding upon
and inure to the benefit of the parties, and their personal representatives,
successors and assigns.
IN WITNESS WHEREOF the parties have executed this instrument the day and
year first above written.
ESTATE OF XXX XXXXXXXX XXXXXXXXX, DECEASED
By: /s/Xxx Xxxxxxxx Xxxxxxxxx, Jr.
Xxx Xxxxxxxx Xxxxxxxxx, Jr.
By: /s/Xxxxxxx Xxxxx Xxxxxxxxx
Xxxxxxx Xxxxx Xxxxxxxxx
XXXXXXXXX FARMS, INC.
By: /s/D. MichaelCockrell
D. Xxxxxxx Xxxxxxxx, Treasurer and
Chief Financial Officer
ATTEST:
/s/Xxxxx Xxxxxx
Xxxxx Xxxxxx, Secretary
