EXHIBIT B-10(i)(8)
SEVENTH AMENDMENT TO
CREDIT AGREEMENT
This Seventh Amendment to Credit Agreement (this
"Amendment"), dated as of March 20, 2000 is made and entered
into by and among GOLD XXXX INC., a cooperative marketing
association organized and existing under the laws of the State
of Georgia (the "Borrower"), the various banks and other
lending institutions parties hereto (collectively, the
"Lenders" and individually, a "Lender"), and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH ("Rabobank") as Agent for the Lenders.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998, as amended by
the First Amendment dated September 30, 1998, as amended by
the Second Amendment dated October 13, 1998, as amended by the
Third Amendment dated December 3, 1998, as amended by the
Fourth Amendment dated as of April 30, 1999, as amended by
the Fifth Amendment dated as of November 29, 1999, and as
amended by the Sixth Amendment dated as of December 21,
1999(the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders
modify certain of the financial covenants;
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Section 1. Amendments. The terms of the Credit
Agreement are hereby amended as follows:
(a) Amendment to Section 7.1(b). Section 7.1(b) of
the Credit Agreement is amended by deleting it in its entirety
and substituting the following therefor:
"(b) Minimum Consolidated Tangible Net Worth.
The Borrower's Consolidated Tangible Net Worth (less any
gain or loss as a result of accumulated other
comprehensive income, as defined by GAAP, or any amount
shown as "unrealized gain on marketable equity
securities" on the Borrower's financial statements
delivered pursuant to Section 6.1) will at no time be
less than $240,000,000 plus the sum of (i) 50% of the
cumulative Reported Net Income of the Borrower and its
Consolidated Subsidiaries during the period commencing
with Borrower's third quarter, 2000 (taken as one
accounting period), calculated quarterly at the end of
each Fiscal Quarter, and (ii) 100% of the cumulative Net
Proceeds of Capital Stock received during any period
after the Closing Date, but excluding from such
calculations of Reported Net Income for purposes of this
clause any Fiscal Quarter in which the Reported Net
Income of the Borrower and its Consolidated Subsidiaries
is negative."
(b) Amendment to Section 7.1(c). Section 7.1(c) of
the Credit Agreement is amended by deleting it in its entirety
and substituting the following therefor:
"(c) Current Ratio. The Borrower shall not
permit the ratio of Consolidated Current Assets to
Consolidated Current Liabilities to be less than 1.10 to
1.0, calculated on a quarterly basis."
(c) Amendment to Section 7.1(d). Section 7.1(d) of
the Credit Agreement is amended by deleting it in its entirety
and substituting the following therefor:
"(d) Fixed Charge Coverage. The Borrower shall
not permit the ratio of (a) EBIT plus Consolidated Lease
Expense to (b) Consolidated Interest Expense plus
Consolidated Lease Expense for each fiscal quarter set
forth below, calculated (x) for the first three fiscal
quarters of fiscal year 1999, quarterly for the fiscal
quarter then ending, (y) for the last fiscal quarter of
fiscal year 1999 and the first two fiscal quarters of
fiscal year 2000, quarterly for the fiscal quarter then
ending and the preceding three fiscal quarters, and (z)
for the third fiscal quarter of fiscal year 2000 and
thereafter, quarterly for the fiscal quarter then ending
and the preceding seven fiscal quarters, to be less than
the ratio set forth opposite the relevant fiscal quarter
in the following table:
Fiscal Quarter Ratio
First Quarter, 1999 1.80
Second Quarter, 1999 .50
Third Quarter, 1999 .75
Fourth Quarter, 1999 through
Second Quarter, 2000 1.45
Third Quarter, 2000 1.75
Fourth Quarter, 2000 1.75
First Quarter, 2001
and thereafter 1.10"
(e) Amendment to Section 7.1(e). Section 7.1(e) of
the Credit Agreement is amended by deleting it in its entirety
and substituting the following therefor:
"(e) Senior Debt Coverage. The Borrower shall
not permit the ratio of (a) Consolidated Senior Debt as
of the end of any fiscal quarter to (b) the sum of EBITDA
for the fiscal quarter then ending and the preceding
seven fiscal quarters (divided by two), to be more than
the ratio set forth opposite the relevant fiscal quarter
in the following table:
Fiscal Quarter Ratio
Third Quarter 2000 through
Fourth Quarter 2000 3.00
First Quarter 2001
and thereafter 3.90"
Section 2. Conditions Precedent. This Seventh Amendment
and the obligations of the Lenders evidenced hereunder shall
not be effective until the Administrative Agent shall have
received a Certificate executed by the Chief Executive Officer
or Chief Financial Officer of the Borrower stating that, to
the best of his knowledge and based upon an examination
sufficient to enable him to make an informed statement, (i)
all of the representations and warranties made or deemed to be
made under the Credit Agreement are materially true and
correct as of the date of this Seventh Amendment to Credit
Agreement, and (ii) no Default or Event of Default exists.
Section 3. Reference to and Effect on the Credit
Agreement and the Other Loan Documents.
(a) On and after the date hereof, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to
the "Credit Agreement," "thereunder," "thereof" or words of
like import referring to the Credit Agreement shall mean and
be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended by this Amendment,
the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and
confirmed.
(c) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.
Section 4. Miscellaneous.
(a) Section and Subsection Headings. Section and
Subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part
of this Amendment for any other purpose or be given any
substantive effect.
(b) Governing Law. This Amendment and the rights and
obligations of the parties hereunder shall be governed by, and
shall be construed and enforced in accordance with, the laws
of the State of Georgia.
(c) Counterparts; Effectiveness. This Amendment may be
executed in any number of counterparts and by different
parties hereto and separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all
such counterparts taken together shall constitute but one and
the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically
attached to the same document. This Amendment shall become
effective upon the execution of a counterpart hereof by the
Borrower and the Required Lenders and receipt by the Borrower
and the Administrative Agent of written or telephonic
notification of such execution and authorization or delivery
thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first above written.
GOLD XXXX INC.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer and
Treasurer
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", NEW YORK BRANCH,
individually and as Agent
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
COBANK, ACB
By: /s/ Xxxx X. Xxxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
U.S. BANCORP AG CREDIT, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
DG BANK DEUTSCHE
GENOSSENCHAFTSBANK AG,
CAYMAN ISLANDS BRANCH
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
By: /s/ Jochen Breiltgens
Name: Jochen Breiltgens
Title: Vice President
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