Exhibit 10.8
FIRST AMENDMENT TO LOAN AGREEMENT
FIRST AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT"), dated as
of October 16, 2001, and effective as of September 27, 2001, between XXXXX
INTERNATIONAL LIMITED, a company organized with limited liability under the laws
of Bermuda ("BIL"), and XXXXX LIMITED, a company organized with limited
liability under the laws of Bermuda ("BL").
RECITALS
WHEREAS, BIL, as borrower, and BL, as lender, are parties to a
loan agreement, dated as of May 17, 2001 and effective as of April 1, 2001 (such
loan agreement, as amended, supplemented or otherwise modified through the date
hereof, the "LOAN AGREEMENT");
WHEREAS, Advances under the Loan Agreement bear interest at a
rate PER ANNUM equal to the LIBOR Rate in effect for each Interest Period plus
0.50%, computed on the basis of a 360-day year for actual days elapsed;
WHEREAS, BL funded $45,000,000 of the Advances currently
outstanding to BIL through long-term notes at the Bunge Master Trust that bear a
blended interest rate of 6.79%;
WHEREAS, BIL, as borrower, and Seara International Ltd., a
company organized with limited liability under the laws of the Cayman Islands
("SEARA"), as lender, are parties to a loan agreement, dated as of June 6, 2001
(such loan agreement, as amended, supplemented or otherwise modified through the
date hereof, the "SEARA LOAN AGREEMENT");
WHEREAS, on June 6, 2001 and July 16, 2001, BIL borrowed
$12,000,000 and $1,000,000, respectively, under the Seara Loan Agreement; and
BIL did not use such proceeds to prepay Advances under the Loan Agreement as
provided for in Section 2.5(b)(i) thereof;
WHEREAS, to date BIL has repaid $17,756,652.49 of the
principal outstanding under the Loan Agreement;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE 1
AMENDMENT
Section 2.6 of the Loan Agreement is hereby amended by
deleting the first sentence and replacing it with the following:
"The Advances shall bear interest at a rate PER ANNUM equal to
BL's cost of funds for each Interest Period, computed on the
basis of a 360-day year for actual days elapsed. BL shall
notify BIL on the first day of each Interest Period if its
cost of funds for such Interest Period has changed from the
cost of funds for the prior Interest Period."
ARTICLE 2
WAIVERS
Pursuant to BIL's request, BL hereby waives any Event of
Default arising under Section 5(a) or (d) of the Loan Agreement as a result of a
breach of Section 2.5(b) of the Loan Agreement in connection with (i) the
failure to use the $13,000,000 Net Cash Proceeds of Indebtedness incurred by BIL
under the Seara Loan Agreement to prepay the Advances under the Loan Agreement;
and (ii) any future payment to Seara under the Seara Loan Agreement in lieu of a
prepayment under the Loan Agreement. This waiver is subject to the provisions of
Section 6.1 of the Loan Agreement.
ARTICLE 3
MISCELLANEOUS
SECTION 3.1. The Loan Agreement and each of the other Loan
Documents, except to the extent of the waiver specifically provided above, are
and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. Without limiting the generality of the foregoing, the
Security Agreement and all of the collateral described therein do and shall
continue to secure the payment of all obligations of BIL under the Loan
Documents. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of BL under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.
SECTION 3.2. Capitalized terms not otherwise defined herein
have the meanings specified in the Loan Agreement.
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SECTION 3.3. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 3.4. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
XXXXX INTERNATIONAL LIMITED
By /s/ Xxxxx Ter-Jung
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Name: Xxxxx Ter-Xxxx
By /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
XXXXX LIMITED
By /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Treasurer
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