EXHIBIT 10.1
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NINTH AMENDMENT TO CREDIT AGREEMENT
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This Ninth Amendment ("Amendment") is made as of May 25, 2006 to the
Credit Agreement dated as of March 31, 1998 (as amended, supplemented,
restated or otherwise modified and in effect from time to time, the "Credit
Agreement"), by and among XXXX X. XXXXXXXXXX & SON, INC., a Delaware
corporation (and successor in interest to Sunshine Nut Co., Inc. and Quantz
Acquisition Co., Inc., "Xxxxxxxxxx" or the "Borrower"), and JBS
INTERNATIONAL, INC., a Barbados corporation which has been dissolved prior to
the date of this Amendment ("JBS"), the financial institutions party thereto
(collectively "Lenders" and individually a "Lender") and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, in its capacity as successor
Agent for the Lenders to U.S. Bancorp Ag Credit, Inc., a Colorado corporation
(the "Agent").
RECITAL
Except as defined herein, all capitalized terms used in this Amendment
shall have meaning assigned to them in the Credit Agreement.
Borrower and the Lenders desire that the Credit Agreement be amended
to allow the extension of the expiration date of the Xxxxxxxxxx XX (an
Extended LC issued hereunder by LaSalle Bank National Association) from
June 1, 2006 to June 1,2011.
NOW, THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in the Credit Agreement and this Amendment, and of any
loans or extensions of credit or other financial accommodations at any time
made to or for the benefit of the Borrower by Lenders, the Borrower, the
Agent and the Lenders agree as follows:
1. The outside expiry date for Extended LC's, other than the
Xxxxxxxxxx XX set forth in Section 2.2(b)(iii) of the Credit Agreement shall
remain "July 31, 2007." The outside expiry date for the Xxxxxxxxxx XX set
forth in Section 2.2(b )(iii) of the Credit Agreement shall be amended to
"June 1,2011."
2. This Amendment shall be effective as of May 25, 2006, conditioned
on the execution and delivery to Agent of this Amendment in form and substance
reasonably acceptable to Agent.
3. This Amendment shall be an integral part of the Credit Agreement,
as amended, and all of the terms set forth therein are hereby incorporated in
this Amendment by reference, and all terms of this Amendment are hereby
incorporated into said Credit Agreement, as if made an original part thereof.
All of the terms and provisions of the Agreement, as amended, which are not
modified in this Amendment, shall remain in full force and effect.
{SIGNATURE PAGE FOLLOWS}
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first above written.
XXXX X. XXXXXXXXXX & SON, INC., a
Delaware corporation
ATTEST:
By /s/ XXXXXXX X. XXXXXX By /s/ XXXXXXX X. XXXXXXXXX
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Its Controller Its Executive Vice President
Finance and Chief Financial
Officer
U.S. BANK NATIONAL ASSOCIATION as
Agent and as a Lender
By /s/ XXXX X. XXXX
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Its Vice President
LASALLE BANK NATIONAL ASSOCIATION
(f/k/a LaSalle National Bank), as
a Lender
By /s/ XXXXX XXXXX
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Its Assistant Vice President
{Signature Page to Ninth Amendment to Credit Agreement Dated May 25, 2006}
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