EXHIBIT 10.19
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
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AMONG XXXXXXX-XXXXX, INC., VARIOUS FINANCIAL INSTITUTIONS,
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DLJ CAPITAL FUNDING, INC., X.X. XXXXXX SECURITIES, INC.,
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AND U.S. BANCORP AG CREDIT, INC.
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DATED APRIL 22, 1999
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This Third Amendment to Revolving Credit Agreement (this "Amendment")
is made as of the 25th day of March, 2003 between Xxxxxxx-Xxxxx, Inc. a Delaware
corporation (hereinafter referred to as "Borrower"), and the various financial
institutions signatory hereto (being at least the Required Lenders).
RECITAL
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Borrower has requested that Lenders waive compliance with a certain
covenant under the Revolving Credit Agreement between Borrower and Lenders dated
April 22, 1999 (as amended, replaced, restated and/or supplemented from time to
time, the "Credit Agreement"), and that Lenders amend and modify the Credit
Agreement with respect to certain terms and Lenders are willing to do so on the
terms and conditions herein contained. Except as defined herein, all capitalized
terms used in this Amendment shall have meaning assigned to them in the Credit
Agreement.
NOW THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in the Credit Agreement and this Third Amendment and of any
loans or other financial accommodations heretofore, now or hereafter made to or
for the benefit of Borrower by Lenders, Borrower and Lenders agree as follows:
1. Borrower acknowledges the existence of the following Event of
Default. Borrower has failed to comply with Section 7.2.4 of the Credit
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Agreement, Financial Covenants, as of fiscal year end December 31, 2002 inasmuch
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as Borrower has not maintained compliance with regard to its minimum Net Worth.
2. Lenders waive the specific Event of Default described in the
preceding paragraph 1 as of and through the date of this Amendment.
Notwithstanding the foregoing waiver, it is expressly understood and agreed that
the Lenders shall have the right at all times hereafter to require strict
performance by Borrower of all terms of the Credit Agreement or any other Loan
Document, including without limitation, the terms of Sections Section 7.2.4 of
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the Credit Agreement, that the Lenders do not waive, affect or diminish any
right, power or remedy of the Lenders under the Credit Agreement or any other
Loan Document except as expressly set forth herein and that except as expressly
set forth herein, the Credit Agreement and each other Loan Document shall
continue in full force and effect in accordance with their respective terms.
3. The definition of Applicable Margin set forth in Section 1.1 of the
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Credit Agreement, Defined Terms, shall amended to read as follows:
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Applicable Applicable
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Margin For Margin For
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Base Rate Loans LIBO Rate Loans
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From March 26, 2003
through September 30, 2003 2.50% 3.75%
From October 1, 2003
through October 31, 2003 2.75% 4.00%
From November 1, 2003
through November 30, 2003 3.00% 4.25%
From December 1, 2003
and thereafter 3.50% 4.75%
4. With regard to the definition of Compliance Certificate set forth in
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Section 1.1 of the Credit Agreement, Defined Terms, Borrower shall amend the
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form of Exhibit E1 and the attachments thereto to conform with the amendments
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set forth herein, as applicable.
5. A new definition, Great Plains Indebtedness, shall be set forth in
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Section 1.1 of the Credit Agreement, Defined Terms, to read as follows:
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"Great Plains Indebtedness" means the indebtedness of Borrower
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to Great Plains Funding Corporation under the Form of Debt Agreement
approved by the Lenders whereby Borrower or one or more Restricted
Subsidiaries will borrow money on an unsecured basis, up to an
aggregate amount outstanding not to exceed $35,000,000, to facilitate
the purchase of goods from Monsanto Company.
6. With regard to the definition of Indebtedness set forth in Section
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1.1 of the Credit Agreement, Defined Terms, a new sentence shall be added to the
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end of said definition to read as follows.
Commencing as of January 1, 2003, for the purposes of
determining compliance with Section 7.2.4 of the Credit Agreement,
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Financial Covenants, and notwithstanding the definition of any of the
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terms used therein, or the definition of any of the terms used in such
definitions, and so forth, to the extent that the Borrower is not
obligated to pay interest on the Great Plains Indebtedness or that
obligation to pay interest has been accepted by an unrelated third
party, (i) the term Indebtedness shall not include the Great Plains
Indebtedness, and (ii) non-cash interest expense imputed to the Great
Plains Indebtedness in accordance with GAAP will be excluded from
interest expense.
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7. Section 7.2.4.(a) of the Credit Agreement, Financial Covenants,
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shall be modified and amended to read as follows:
Interest Coverage Ratio. The Borrower will not permit the
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Interest Coverage Ratio as of the last day of any Fiscal Quarter
occurring during any period set forth below to be less than the ratio
determined below opposite such period:
Period Interest Coverage Ratio
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March 31, 2003 1.40:1
June 30, 2003 1.70:1
September 30, 2003 1.70:1
December 31, 2003 1.70:1
March 31, 2004 1.60:1
June 30, 2004 and thereafter 1.70:1
8. Section 7.2.4.(b) of the credit Agreement shall be modified and
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amended to read as follows:
Current Ratio. The Borrower will not permit the Current Ratio
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as of the last day of any Fiscal Quarter occurring during any period
set forth below to be less than the ratio set forth opposite such
period:
Period Current Ratio
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March 31, 2003 1.00:1
June 30, 2003 1.15:1
September 30, 2003 1.15:1
December 31, 2003 1.15:1
March 31, 2004 1.00:1
June 30, 2004 and thereafter 1.15:1
9. Section 7.2.4(c) of the Credit Agreement shall be modified and
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amended to read as follows:
Adjusted Leverage Ratio. The Borrower will not permit the
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Adjusted Leverage Ratio as of the last day of any Fiscal Quarter
occurring during any period set forth below to be greater than the
ratio set forth opposite such period:
Period Adjusted Leverage Ratio
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March 31, 2003 3.15:1
June 30, 2003 and thereafter 2.75:1
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10. Section 7.2.4.(d) of the Credit Agreement shall be modified and
amended to read as follows:
Minimum Net Worth. The Borrower will not permit Net Worth
during any period set forth below to be less than the amount set forth
opposite such period:
Period Net Worth
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March 31, 2003 $55,000,000
June 30, 2003 $80,000,000
September 30, 2003 $70,000,000
December 31, 2003 $60,000,000
March 31, 2004 $55,000,000
June 30, 2004 and thereafter $80,000,000
11. Section 7.2.4.(e) of the Credit Agreement shall be modified and
amended to read as follows:
Fixed Charge Coverage Ratio. The Borrower will not permit the
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Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter
occurring during any period set forth below to be less than the ratio
set forth opposite such period:
Period Fixed Charge Coverage Ratio
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March 31, 2003 1.05:1
June 30, 2003 and thereafter 1.10:1
12. Section 7.2.4.(f) of the Credit Agreement shall be modified and
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amended to read as follows:
(f) Working Capital. The Borrower will not permit Working
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Capital as of the last day of any Fiscal Quarter occurring during any
period set forth below to be less than the amount determined below
opposite such period:
Period Working Capital
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March 31, 2003 $22,500,000
June 30, 2003 $55,000,000
September 30, 2003 $55,000,000
December 31, 2003 $55,000,000
March 31, 2004 $25,000,000
June 30, 2004 and thereafter $55,000,000
13. A new Section 7.2.15 , Refinancing, shall be added to the Credit
Agreement to read as follows:
7.2.15 Refinancing. The Borrower shall diligently pursue and
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shall obtain and deliver to the Lenders, not later than September 30,
2003, a written commitment to refinance all of the Obligations that is
feasible, that will provide payment in full of the Obligations on or
before the Stated Maturity Date, that is
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binding on the lender or lenders issuing the commitment, and that has
been accepted by the Borrower.
14. The Revolving Loan Commitment Amount shall be and is hereby reduced
from $245,000,000 to $205,000,000 effective as of the date of this Amendment,
which reduction shall be deemed to have been effected under and in accordance
with Section 2.2.1 of the Credit Agreement (regarding optional reductions of
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commitment amounts) as if all required prior notices had been given thereunder
to the Administrative Agent.
15. Amendment Fee. Borrower shall pay an Amendment Fee of one half of
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one percent (.50%), pro-rata based on Lender Commitment (after giving effect to
the reduction of the Revolving Loan Commitment Amount as set forth in the
preceding paragraph 14), to each Lender that has signed this Amendment, without
changes or reservations, and delivered it to counsel for the Administrative
Agent on or before 5:00 p.m. (Denver Time) on March 25, 2003, said Amendment
Fee to be payable as follows: (i) one half thereof on the date this Amendment
becomes effective, and (ii) one half thereof on October 1, 2003; provided
however, in the event the Borrower obtains and delivers to the Lenders, not
later than September 30, 2003, a written commitment to refinance all of the
Obligations that is feasible, that will provide payment in full of the
Obligations on or before the Stated Maturity Date, that is binding on the
lender or lenders issuing the commitment, and that has been accepted by the
Borrower, then said second one half of said amendment fee shall be forgiven and
shall not be required to be paid.
16. Incorporation of Credit Agreement. The parties hereto agree that
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this Third Amendment shall be an integral part of the Credit Agreement executed
by the parties on the 22nd day of April, 1999, and that all of the terms set
forth therein are hereby incorporated in this Third Amendment by reference, and
that all terms of this Third Amendment are hereby incorporated into said Credit
Agreement, as if made an original part thereof. All of the terms and conditions
of the Credit Agreement, which are not modified in this Third Amendment shall
remain in full force and effect. To the extent the terms of this Third Amendment
conflict with the terms of the Credit Agreement, the terms of this Third
Amendment shall control.
(SIGNATURE PAGES TO FOLLOW)
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IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment as of the day and year first hereinabove written.
XXXXXXX-XXXXX, INC., Borrower
1251 Avenue of the Xxxxxxxx
0xx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Its Chief Financial Officer
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LENDERS
U.S. BANK NATIONAL ASSOCIATION,
as Agent and as a Lender
000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
By /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Its Senior Vice President
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COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL",
NEW YORK BRANCH
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Its Managing Director
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By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Its Vice President
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TRANSAMERICA BUSINESS CAPITAL CORPORATION
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
By /s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
Its Vice President
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XXXXX FARGO BANK
Loan Adjustment Group
00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
By /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Its Vice President
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XXXXXX TRUST AND SAVINGS BANK
000 Xxxx Xxxxxx Xx., 00xx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
By /s/ Xxxxxxxxxxx Xxxxxx
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Xxxxxxxxxxx Xxxxxx
Its Vice President
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LaSALLE BUSINESS CREDIT, LLC,
as successor by merger to LaSalle Business Credit, Inc.
0000 Xxxxxx Xxxxxx
0xx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its Vice President
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BANK OF AMERICA BUSINESS CREDIT
Agribusiness & Commodity Finance
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
By /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Its Vice President
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FINOVA CAPITAL CORPORATION
0000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxx xx Xxxxxxx, XX 00000
By /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Its Vice President
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PNC BANK, NA
Two PNC Plaza-18th Floor
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
By /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Its Assistant Vice President
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WHITEHALL BUSINESS CREDIT CORPORATION
Xxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
By /s/ Xxxx X. XxXxx
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Xxxx X. XxXxx
Its Vice President
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ORIX FINANCIAL SERVICES, INC.
000 Xxxx Xxxxxxxxx Xxxx, Xxxxx X000
Xxxxxxxxxx, Xxxxxxxx 00000
By /s/ Xxxxxxx XxXxxx
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Xxxxxxx XxXxxx
Its Vice President
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THE PROVIDENT BANK
Xxx Xxxx Xxxxxx Xxxxxx, 000 X
Xxxxxxxxxx, Xxxx 00000
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Its Credit Officer
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