EXHIBIT 10.2
TERM LOAN CREDIT AGREEMENT
TERM LOAN CREDIT AGREEMENT dated as of October 9, 1998 (the "Credit
Agreement" or this "Agreement") by and among SOUTHERN STATES COOPERATIVE,
INCORPORATED, a Virginia agricultural cooperative corporation (the "Borrower"),
the lenders identified herein (the "Lenders"), and NATIONSBANK, N.A., as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent") and FIRST UNION NATIONAL BANK and COBANK, ACB, as Co-Agents.
WITNESSETH
WHEREAS, the Borrower has requested a bridge loan of $225 million in
the aggregate; and
WHEREAS, the Lenders have agreed to provide such bridge loan on the
terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used herein:
"Acquired Business" means the business, operations and assets of Gold
Xxxx Inc. acquired pursuant to the terms of the Asset Purchase Agreement.
"Acquisition" means the acquisition by the Borrower of the Acquired
Business pursuant to the terms of the Asset Purchase Agreement.
"Affiliate" means, with respect to any Person, any other Person (i)
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person or (ii) directly or indirectly owning or holding
five percent (5%) or more of the equity interest in such Person. For purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Agents' Fee Letters" means (i) that letter agreement dated as of
September 18, 1998 from NationsBanc Xxxxxxxxxx Securities LLC, NationsBank,
N.A., First Union National Bank and CoBank, ACB, and accepted by the Borrower,
as amended, modified or supplemented and (ii) that letter agreement dated as of
September 18, 1998 from NationsBanc Xxxxxxxxxx Securities LLC and NationsBank,
N.A., and accepted by the Borrower, as amended, modified or supplemented.
"Applicable Percentage" means for any day, the rate per annum set forth
below, it being understood that the Applicable Percentage for (i) Base Rate
Loans shall be the percentage set forth under the column "Base Rate Margin", and
(ii) Eurodollar Loans shall be the percentage set forth under the column
"Eurodollar Margin":
The Applicable Percentage shall be determined (i) by reference to the
Borrower's corporate ratings provided by S&P and Xxxxx'x; or (ii) if no such
rating is provided by both S&P and Xxxxx'x, then by reference to the Borrower's
quiet corporate rating provided by S&P as updated after giving effect to the
Acquisition; or (iii) if no such quiet corporate rating is provided or has not
been updated to give effect to the Acquisition, then the Applicable Percentage
shall be 1.125% in the case of the Eurodollar Margin and 0% in the case of the
Base Rate Margin.
IF BASED ON THE CORPORATE RATING BY BOTH S&P AND XXXXX'X
Pricing S&P & Xxxxx'x Eurodollar Base Rate
Level Corporate Ratings Margin Margin
I >BBB+ or Baa1 or better 0.425% 0%
II >BBB and Baa2 0.550% 0%
III >BBB or Baa2 (but not both) 0.625% 0%
IV >BBB- and Baa3 0.750% 0%
V >BBB- or Baa3 (but not both) 0.875% 0%
VI >BB+ and Ba1 1.125% 0%
VII >BB+ or Ba1 (but not both) 1.500% 0.25%
VIII
