EXHIBIT B-10(h)(9)
EIGHTH AMENDMENT TO
CREDIT AGREEMENT
This Eighth Amendment to Credit Agreement (this
"Amendment"), dated as of June 22, 2000 is made and entered
into by and among GOLD XXXX INC., a cooperative marketing
association organized and existing under the laws of the State
of Georgia (the "Borrower"), the various banks and other
lending institutions parties hereto (collectively, the
"Lenders" and individually, a "Lender"), and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH ("Rabobank") as Agent for the Lenders.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998, as amended by
the First Amendment dated September 30, 1998, as amended by
the Second Amendment dated October 13, 1998, as amended by the
Third Amendment dated December 3, 1998, as amended by the
Fourth Amendment dated as of April 30, 1999, as amended by
the Fifth Amendment dated as of November 29, 1999, as amended
by the Sixth Amendment dated as of December 21, 1999, and as
amended by the Seventh Amendment dated as of March 20, 2000
(the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders
modify the definition of "Borrowing Base" contained in the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Section 1. Amendments. The terms of the Credit
Agreement are hereby amended as follows:
Amendments to Section 1.1.
(i) The definition of "Applicable Percentage"
contained in Section 1.1 of the Credit Agreement is amended by
deleting it in its entirety and substituting the following
therefor:
"Applicable Percentage" shall mean , with
respect to the Revolving Loans and the 364-Day Loans, a
per annum rate of two and one-half percent (2.50%), and
with respect to the facility fee due on the Revolving
Loans and the 364-Day Loans, a per annum rate of three-
tenths of one percent (0.30%).
(ii) The definition of "Base Rate" contained in
Section 1.1 of the Credit Agreement is amended by deleting it
in its entirety and substituting the following therefor:
"Base Rate" shall mean the higher of (a)
the Rabobank Base Rate plus one and one-quarter percent
(1.25%) per annum or (b) the Federal Funds Rate plus one-
half of one percent (0.5%) per annum.
(iii) The definition of "Borrowing Base" contained
in Section 1.1 of the Credit Agreement is amended by deleting
it in its entirety and substituting the following therefor:
"Borrowing Base" shall mean, as of the end
of any calendar month, an amount equal to the sum of :
(i) 80% of all Eligible Receivables as of such date of
determination; plus (ii) 50% of Eligible Inventory as of
such date of determination; plus (iii) during any period
that the Lenders have a perfected, first priority
security interest in the ADM Shares, 80% of the Market
Value of ADM Shares as of such date of determination;
plus (iv) 60% of the value of Borrower's Broilers, valued
at the lower of cost or market, less any amounts due
growers in respect of Borrower's Broilers; plus (v) $0.50
for each of the Borrower's Breeder Chickens.
(ii) The following defined terms are added to
Section 1.1 of the Credit Agreement:
"Breeder Chickens" shall mean chickens
used primarily for breeding purposes and not held
primarily for sale.
"Broilers" shall mean those chickens the
Borrower intends to process for sale.
Section 2. Conditions Precedent. This Eighth Amendment
and the obligations of the Lenders evidenced hereunder shall
not be effective until the Administrative Agent shall have
received a Certificate executed by the Chief Executive Officer
or Chief Financial Officer of the Borrower stating that, to
the best of his knowledge and based upon an examination
sufficient to enable him to make an informed statement, (i)
all of the representations and warranties made or deemed to be
made under the Credit Agreement are materially true and
correct as of the date of this Eighth Amendment to Credit
Agreement, and (ii) no Default or Event of Default exists.
Section 3. Reference to and Effect on the Credit
Agreement and the Other Loan Documents.
(a) On and after the date hereof, each
reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" 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.
(b) Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified
and confirmed.
(c) The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.
Section 4. Miscellaneous.
(a) Section and Subsection Headings. Section
and Subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any
substantive effect.
(b) Governing Law. This Amendment and the
rights and obligations of the parties hereunder shall be
governed by, and shall be construed and enforced in accordance
with, the laws of the State of Georgia.
(c) Counterparts; Effectiveness. This
Amendment may be executed in any number of counterparts and by
different parties hereto and separate counterparts, each of
which when so executed and delivered shall be deemed an
original, but all such counterparts taken together shall
constitute but one and the same instrument; signature pages
may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment
shall become effective upon the execution of a counterpart
hereof by the Borrower and the Required Lenders and receipt by
the Borrower and the Administrative Agent of written or
telephonic notification of such execution and authorization or
delivery thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first above written.
GOLD XXXX INC.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer and
Treasurer
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", NEW YORK BRANCH,
individually and as Agent
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Executive Director
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Director
By:
Name:
Title:
WACHOVIA BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
COBANK, ACB
By: /s/ Xxxx X. Xxxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
U.S. BANCORP AG CREDIT, INC.
By:
Name:
Title:
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: V. P.
DG BANK DEUTSCHE
GENOSSENCHAFTSBANK AG,
CAYMAN ISLANDS BRANCH
By: /s/ X. X. Xxxxxx
Name: X. X. Xxxxxx
Title: S.V.P.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
[Final page of signatures]
[12786]
