Exhibit 4.2
FIRST AMENDMENT dated as of November 6, 2001
(this "Amendment"), to the Credit Agreement, dated as
October 11, 2001 (the "Credit Agreement"), among LAND
O'LAKES, INC., a cooperative corporation organized
under the laws of the State of Minnesota (the
"Borrower"), the several banks and other financial
institutions and entities from time to time parties
thereto (the "Lenders"), and THE CHASE MANHATTAN
BANK, as administrative agent (the "Administrative
Agent") for the Lenders.
WHEREAS, pursuant to the Credit Agreement, the
Lenders have agreed to make certain loans to the Borrower;
and
WHEREAS the Borrower has requested that certain provisions of
the Credit Agreement be modified in the manner provided for in this Amendment,
and the Lenders are willing to agree to such modifications as provided for in
this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used and not defined
herein shall have the meanings given to them in the Credit Agreement, as amended
hereby.
2. Amendments to the Credit Agreement.
(a) Section 1.01 of the Credit Agreement is
hereby amended by:
(i) adding the following definition in
alphabetical order:
"'Permitted Parent Company Indebtedness' means unsecured
senior or subordinated Indebtedness issued by the Borrower and
any unsecured Guarantees with respect to such Indebtedness
given by Restricted Subsidiaries."
(ii) deleting the definition of "Senior Notes" and
substituting the following therefor:
"'Senior Notes' means the unsecured Senior Notes to be issued
in November 2001 by the Borrower in the aggregate principal
amount of up to
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$400,000,000 and the Indebtedness represented thereby."
(b) Section 2.09(b) of the Credit Agreement is amended by
deleting clause (ii) of the last proviso therein and replacing such clause with
"(ii) any Net Proceeds in excess of $250,000,000 from the issuance of the Senior
Notes will be applied (A) first, to the repayment of borrowings under the
Related Credit Facility until a cumulative aggregate of $100,000,000 of such
borrowings (or if less, all outstanding borrowings) have been paid and (B)
thereafter, to the prepayment of Term Loans as set forth above."
(c) Section 6.01(a) of the Credit Agreement is
hereby amended by:
(i) deleting Clause (iii) and substituting the following
therefor:
"(iii) the Senior Notes in an aggregate amount not in excess
of $400,000,000 at any time outstanding;"
(ii) Clause (x) is amended by deleting "and" at
the end thereof
(iii) Clause (xi) is amended by deleting "outstanding." and
replacing it with "outstanding;"
(iv) inserting at the end thereof the following:
"(xii) Permitted Parent Company Indebtedness; provided that
100% of the Net Proceeds from any such issuance are applied to
the prepayment of Loans in accordance with Section 2.09(b),
without regard to whether or not such issuance constitutes a
Prepayment Event."
3. No Other Amendments; Confirmation. Except as expressly
amended, waived, modified and supplemented hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.
4. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders as of the
date hereof:
(a) No Default or Event of Default has occurred and is
continuing.
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(b) All representations and warranties of the Borrower
contained in the Credit Agreement (except with respect to
representations and warranties expressly made only as of an earlier
date) are true and correct in all material respects as of the date
hereof.
5. Effectiveness. This Amendment shall become effective
when the Administrative Agent shall have received counterparts hereof, duly
executed and delivered by the Borrower and the Required Lenders.
6. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Xxxxx, counsel for the Administrative Agent.
7. Governing Law; Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AMENDMENT TO
BE DULY EXECUTED AND DELIVERED BY THEIR RESPECTIVE PROPER AND DULY AUTHORIZED
OFFICERS AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
LAND O'LAKES, INC.,
BY
/S/ XXXXX XXXXXXX
-------------------
NAME: XXXXX XXXXXXX
TITLE: TREASURER
THE CHASE MANHATTAN BANK,
INDIVIDUALLY AND AS ADMINISTRATIVE
AGENT,
BY
/S/ XXXXXX XXXXXXXXX
----------------------
NAME: XXXXXX XXXXXXXXX
TITLE: VICE PRESIDENT
BY COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL", NEW YORK BRANCH
/S/ XXXXX X. XXXXXXXX ,
---------------------------------------
AS A LENDER
NAME: XXXXX X. XXXXXXXX
TITLE: VICE PRESIDENT
/S/ XXX XXXXX ,
---------------------------------------
AS A LENDER
NAME: XXX XXXXX
TITLE: MANAGING DIRECTOR
BY BANK OF COMMUNICATIONS, NEW YORK BRANCH
/S/ OING XXXX XXXX ,
---------------------------------------
AS A LENDER
NAME: OING XXXX XXXX
TITLE: DEPUTY GENERAL MANAGER
BY U.S. BANK NATIONAL ASSOCIATION
/S/ XXXXXX X. XXXXXXXXX ,
---------------------------------------
AS A LENDER
NAME: XXXXXX X. XXXXXXXXX
TITLE: VICE PRESIDENT
BY ING (US) CAPITAL LLC
/S/ XXXX XXXXXXX ,
---------------------------------------
AS A LENDER
NAME: XXXX XXXXXXX
TITLE: DIRECTOR
BY LAGUNA FUNDING TRUST
/S/ XXX X. XXXXXX ,
---------------------------------------
AS A LENDER
NAME: XXX X. XXXXXX
TITLE: AUTHORIZED AGENT
BY OPPENHEINER SENIOR FLOATING RATE FUND
/S/ XXXX XXXXXXX ,
---------------------------------------
AS A LENDER
NAME: XXXX XXXXXXX
TITLE: MANAGER
BY PRINCIPAL LIFE INSURANCE COMPANY
PRINCIPAL CAPITAL MANAGEMNT, LLC, A DELAWARE LIMITED
LIABILITY COMPANY, ITS AUTHORIZED SIGNATORY
/S/ XXXX XXXXX ,
---------------------------------------
AS A LENDER
NAME: XXXX XXXXX
TITLE: VICE PRESIDENT
/S/ XXXXX XXXXXXX, ESQ
---------------------------------------
NAME: XXXXX XXXXXXX, ESQ
TITLE: VICE PRESIDENT
BY PROTECTIVE LIFE INSURANCE
COMPANY
/S/ XXXXX X. XXXXXXXX ,
---------------------------------------
AS A LENDER
NAME: XXXXX X. XXXXXXXX
TITLE: ASSISTANT VICE PRESIDENT
INVESTMENTS
BY FRANKLIN FLOATING RATE TRUST
/S/ XXXXXXX XXXXXX ,
--------------------------------------------
AS A LENDER
NAME: XXXXXXX XXXXXX
TITLE: VICE PRESIDENT
BY FRANKLIN FLOATING RATE MASTER
SERIES
/S/ XXXXXXX XXXXXX ,
--------------------------------------------
AS A LENDER
NAME: XXXXXXX XXXXXX
TITLE: VICE PRESIDENT
BY FRANKLIN CLO I, LIMITED
/S/ XXXXXXX XXXXXX ,
--------------------------------------------
AS A LENDER
NAME: XXXXXXX XXXXXX
TITLE: VICE PRESIDENT
BY FRANKLIN CLO II, LIMITED
/S/ XXXXXXX XXXXXX ,
--------------------------------------------
AS A LENDER
NAME: XXXXXXX XXXXXX
TITLE: VICE PRESIDENT
BY FRANKLIN FLOATING RATE DAILY
ACCESS FUND
/S/ XXXXXXX XXXXXX ,
--------------------------------------------
AS A LENDER
NAME: XXXXXXX XXXXXX
TITLE: VICE PRESIDENT
BY ARCHIMEDES FUNDING III, LTD.
BY: ING CAPITAL ADVISORS, LLC AS
INVESTMENT MANAGER
/S/ XXXXXX X. XXXX ,
------------------------------------------
AS A LENDER
NAME: XXXXXX X. XXXX
TITLE: VICE PRESIDENT
BY SEQUILS-ING I (HBDGM), LTD.
BY: ING CAPITAL ADVISORS, LLC AS
INVESTMENT MANAGER
/S/ XXXXXX X. XXXX ,
------------------------------------------
AS A LENDER
NAME: XXXXXX X. XXXX
TITLE: VICE PRESIDENT
BY ORYX CLO, LTD.
BY: ING CAPITAL ADVISORS, LLC AS
INVESTMENT MANAGER
/S/ XXXXXX X. XXXX ,
------------------------------------------
AS A LENDER
NAME: XXXXXX X. XXXX
TITLE: VICE PRESIDENT
BY APEX (IDM) CDO I, LTD.
/S/ XXXXXX XXXXX ,
------------------------------------------
AS A LENDER
NAME: XXXXXX XXXXX
TITLE: VICE PRESIDENT
BY ELC (CAYMAN) LTD. 1999-II
/S/ XXXXXX XXXXX ,
------------------------------------------
AS A LENDER
NAME: XXXXXX XXXXX
TITLE: VICE PRESIDENT
BY XXX XXXXXX SENIOR FLOATING RATE FUND
BY: XXX XXXXXX INVESTMENT ADVISORY CORP
/S/ XXXXXX X. XXXXXX ,
------------------------------------------------
AS A LENDER
NAME: XXXXXX X. XXXXXX
TITLE: EXECUTIVE DIRECTOR
BY XXX XXXXXX PRIME RATE INCOME TRUST
BY: XXX XXXXXX INVESTMENT ADVISORY CORP
/S/ XXXXXX X. XXXXXX ,
------------------------------------------------
AS A LENDER
NAME: XXXXXX X. XXXXXX
TITLE: EXECUTIVE DIRECTOR
BY ALADDIN CAPITAL
/S/ XXXXXX EGGENSCHWEILER ,
------------------------------------------------
AS A LENDER
NAME: XXXXXX EGGENSCHWEILER
TITLE: VICE PRESIDENT
