Exhibit 10.1
FIRST AMENDMENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Sixth Amended and Restated Credit Agreement
("Amendment") is made as of June 27, 2008, by and among NATIONAL BEEF PACKING
COMPANY, LLC, a Delaware limited liability company (together with its successors
and assigns, the "Borrower"), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, ("Rabobank") as Documentation Agent
and as one of the Lenders, COBANK, ACB, an agricultural credit bank ("CoBank"),
as Lead Arranger, Syndication Agent, Swing Line Lender and Administrative Agent
for the Lenders (in such capacity, the "Agent") and as one of the Lenders, and
the other financial institutions signatory hereto (together with Rabobank and
CoBank, being at least the Required Lenders).
RECITAL
This Amendment is made with respect to the Sixth Amended and Restated
Credit Agreement made as of the 25th day of July, 2007 (as amended, modified,
supplemented, renewed or restated from time to time, the "Agreement").
Capitalized terms that are not defined in this Amendment shall have the meanings
assigned to them in the Agreement. The Borrower and the Lenders desire to amend
certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in this Amendment, and of any loans or extensions of credit
or other financial accommodations heretofore, now or hereafter made to or for
the benefit of Borrower, the parties agree as follows:
1. Section 10.7 of the Agreement, Capital Investment Limitations, shall be
amended to read as follows:
10.7. Capital Investment Limitations.
The Borrower shall not make or become legally obligated to make any
Net Capital Expenditures exceeding $50,000,000 in the aggregate during any
Fiscal Year. Notwithstanding the foregoing, the Borrower shall be allowed
to make or become legally obligated to make Net Capital Expenditures not
exceeding $60,000,000 in the aggregate during Fiscal Year 2008.
2. This Amendment shall be effective as of its date, conditioned upon (a)
the execution and delivery to the Agent of this Amendment, executed by the
Borrower and at least the Required Lenders; (b) the payment of the amendment
administration fee payable to the Agent as set forth in the separate fee letter
between the Borrower and the Agent; and (c) amendment fees in the amount of
$2,500 each, in consideration of this Amendment for the account of each Lender
and Farm Credit System Participant that has delivered their signature page to
this Amendment or their consent thereto (as the case may be) to the Agent or to
Agent's counsel, without conditions, on or before 5:00 p.m. (Denver Time) on
June 9, 2008.
3. This Amendment shall be an integral part of the Agreement, 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
Agreement as if made an original part thereof. All of the terms and conditions
of the Agreement, which are not modified in this Amendment, shall remain in full
force and effect. To the extent the terms of this Amendment conflict with the
terms of the Agreement, the terms of this Amendment shall control.
4. This Amendment may be executed in several counterparts, each of which
shall be construed together as one original. Facsimile signatures on this
Amendment shall be considered as original signatures.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Sixth Amended and Restated Credit Agreement as of the day and year first herein
above written.
NATIONAL BEEF PACKING
COMPANY, LLC
By: /s/ Xxx X. Xxxxxxx
--------------------------------------
Its: Chief Financial Officer
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COBANK, ACB, individually and as Lead
Arranger, Syndication Agent and
Administrative Agent
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Its: Vice President
-------------------------------------
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH, individually
and as Documentation Agent
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxx
----------------------------------- --------------------------------------
Its: Executive Director Its: Executive Director
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{SIGNATURE PAGE ONE OF THREE TO FIRST AMENDEMENT TO SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT}
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THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Its: Vice President
-------------------------------------
BANK OF OKLAHOMA, N.A.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------------
Its: Vice President
-------------------------------------
BMO CAPITAL MARKETS FINANCING, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Its: Director
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LASALLE BANK N.A.
By:
--------------------------------------
Its:
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CALYON - NEW YORK BRANCH
By: /s/ Xxxxx Xxxxx
--------------------------------------
Its: Managing Director
-------------------------------------
By: /s/ Xxxxx Xxxxx
--------------------------------------
Its: Managing Director
-------------------------------------
{SIGNATURE PAGE TWO OF THREE TO FIRST AMENDEMENT TO SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT}
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FIRST NATIONAL BANK OF OMAHA
By: /s/ Xxxx Xxxxxx
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Its: Vice President
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AMERICAN AGCREDIT, PCA, formerly known as
Pacific Coast Farm Credit Services, ACA
By: /s/ Xxxx Van Schuyver
--------------------------------------
Its: Vice President
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{SIGNATURE PAGE THREE OF THREE TO FIRST AMENDEMENT TO SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT}
