EXHIBIT 10.2
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SIXTH AMENDMENT TO CREDIT AGREEMENT
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This Sixth Amendment ("Amendment") is made as of the 7th day of
March, 2005 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"). This Amendment is made by Borrower
and the Lenders and is executed by at least the Required Lenders.
RECITAL
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Except as defined herein, all capitalized terms used in this
Amendment shall have meaning assigned to them in the Credit Agreement.
Borrower has requested to borrow increased sums and to otherwise
amend the Credit Agreement, and the Agent and the Lenders have agreed
to such amendments upon the terms and conditions contained herein.
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 following definitions as set forth in Section 1.1 of
the Credit Agreement, General Definitions, shall be amended to add,
delete or modify such definitions as follows:
"Loan Commitment" shall mean as to any Lender, such
Lender's Pro Rata Percentage of $105,000,000 through and
including June 30, 2005 and $80,000,000 thereafter as set
forth opposite such Lender's name under the heading "Loan
Commitments" on Exhibit 1A-3, as such amount may be reduced
or terminated from time to time pursuant to Section 4.4 or
11.1, and "Loan Commitments" shall mean, collectively, the
Loan Commitments for all the Lenders.
2. The Notes referred to in Subsection (h) of Section 2.1 of
the Credit Agreement, Loans, shall be in the form attached hereto as
Exhibit 2A-3.
3. In addition to the fees owed by Borrower to the Agent and
the Lenders pursuant to Section 6 of the Credit Agreement, Borrower
agrees to pay to the Agent, for distribution to the Lenders (based on
their respective Pro Rata Percentages), a fee of $31,250 for the
temporary increase of the Loan Commitment as provided for herein.
Such fee shall be due upon execution of this Amendment and shall be
fully earned on such date.
4. Exhibits. Exhibit 1A-2 to the Credit Agreement, Lenders'
Commitments, shall hereafter be replaced by Exhibit 1A-3; and Exhibit
2A-2 to the Credit Agreement, Form of Notes, shall hereafter be
replaced by Exhibit 2A-3.
5. The effectiveness of this Amendment is conditioned on the
execution and delivery to Agent of the items listed on Exhibit A
attached to this Amendment in form and substance reasonably acceptable
to Agent.
6. 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}
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. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxxxx
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Its Vice President of Finance Its Executive Vice President
------------------------- Finance, Chief Financial
Officer and Secretary
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U.S. BANK NATIONAL ASSOCIATION
as Agent and as a Lender
By /s/ Xxxx Xxxxxxx
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Its Senior Vice President
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SUN TRUST BANK, N.A., as a Lender
By /s/ Xxxxxxx Xxxxxxx
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Its Managing Director
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LASALLE BANK NATIONAL ASSOCIATION
(f/k/a LaSalle National Bank),
as a Lender
By /s/ Xxxxx Xxxxxx
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Its Assistant Vice President
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EXHIBIT 1A-3
TO
CREDIT AGREEMENT
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Lenders' Commitments
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Loan Pro Rata Maximum $ Through Maximum $
Commitments Percentage And Including 6/30/05 After 6/30/05
-------------- ---------- --------------------- -------------
U.S. Bank 50.00000% $52,500,000 $40,000,000
LaSalle Bank 28.57143% $30,000,001.50 $22,857,144
Sun Trust Bank 21.42857% $22,499,998.50 $17,142,856
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TOTAL: 100% $105,000,000 $80,000,000
LC Pro Rata
Commitments Percentage Maximum $
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U.S. Bank 50.00000% $10,000,000
LaSalle Bank 28.57143% $5,714,286
Sun Trust Bank 21.42857% $4,285,714
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TOTAL: 100% $20,000,000
EXHIBIT 2A-3
TO
CREDIT AGREEMENT
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Form of Notes
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Attached
Exhibit A to
Sixth Amendment to
Credit Agreement
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List of Closing Documents
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1. This Sixth Amendment
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2. Revolving Note in favor of U.S. Bank
National Association ------
3. Revolving Note in favor of LaSalle Bank
National Association ------
4 Revolving Note in favor of Sun Trust Bank ------
5. Secretary's Certificate as to Board of Directors'
Resolutions (Xxxx X. Xxxxxxxxxx & Son, Inc.) ------
