EXHIBIT 10.31
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FOURTH AMENDMENT TO CREDIT AGREEMENT
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This Fourth Amendment ("Amendment") is made as of the 30th day of
May, 2003 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"), and JBS INTERNATIONAL, INC., a Barbados corporation,
("JBS" and together with Xxxxxxxxxx, the "Borrower"), 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 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:
"Agent's Letter" shall mean the letter agreement
between the Agent and the Borrower dated May 30, 2003,
which letter shall amend and supercede all prior "Agent's
Letters" under the Credit Agreement and any and all prior
amendments thereto immediately upon the effectiveness
thereof.
"Anniversary Date" shall mean June 1, 2004 and each
June 1 thereafter.
"Applicable Margin" shall mean (i) with respect to
Revolving Loans which are Prime Rate Loans, zero percent
(0.00%) per annum; and (ii) with respect to Revolving
Loans, which are either Overnight Funds Rate Loans or LIBOR
Rate Loans, the rates per annum set forth below for the
then applicable Financial Performance Level:
Financial
Performance
Level LIBOR Rate
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Xxxxx 0 2.50%
Xxxxx 0 2.00%
Xxxxx 0 1.75%
Xxxxx 0 1.50%
Xxxxx 0 1.25%
The initial Financial Performance Level shall be Level 4.
The Agent will review Borrower's financial performance as
of each fiscal quarter end, beginning with the fiscal
quarter ending June, 2003, after its receipt of Borrower's
financial statements and Compliance Certificate as of the
end of such fiscal quarter, and will confirm Borrower's
determination as to Borrower's Financial Performance Level
based on such fiscal quarter. As so confirmed by the
Agent, Borrower's Financial Performance Level will
determine the Applicable Margin effective for Revolving
Advances for the three month period beginning on the
fifteenth day of the month following the month in which the
Agent receives such quarter end financial statements from
Borrower in accordance with Section 9.1. Any adjustment in
the Applicable Margin will be effective on the fifteenth
day of the month following the month in which the Agent
receives such quarter end financial statements. If the
Agent does not receive such quarter end statements on or
before the date they are due in accordance with Section
9.1, Borrower's Financial Performance Level shall be deemed
to be Xxxxx 0 beginning with the fifteenth day of the
second month following the end of such fiscal quarter and
shall remain at Level 1 until the 15th Business Day after
such financial statements are received by the Agent and a
determination by the Agent that a different Financial Level
shall apply as provided herein.
"Compliance Certificate" shall mean that certificate
to be delivered to the Agent by the Borrower in the form
attached as Exhibit 9A-2.
"EBITDA" shall mean, for the then preceding four
fiscal quarters and with respect to any Person, the net
income of such Person before provision for income taxes,
interest expense (including without limitation, implicit
interest expense on capitalized leases), depreciation,
amortization and other non-cash expenses or charges
(including (i) any non-cash charges associated with FAS 142
adjustments, and (ii) any one-time slotting fees or
distribution allowances), excluding (to the extent
otherwise included): (a) non-operating gains (including
without limitation, extraordinary or nonrecurring gains,
gains from discontinuance of operations and gains arising
from the sale of assets other than Inventory or property,
plant and equipment) during the applicable period; and (b)
similar non-operating losses during such period.
"Financial Performance Level" shall mean the
applicable level of Borrower's financial performance
determined in accordance with the table set forth below.
Financial Leverage Ratio
Performance --------------
Level
-----------
Level 1 Greater than or equal to 3.00 to 1.0
Level 2 Less than 3.00 to 1.0 but greater than
or equal to 2.50 to 1.0
Level 3 Less than 2.50 to 1.0 but greater than
or equal to 2.00 to 1.0
Level 4 Less than 2.00 to 1.0 but greater than
or equal to 1.50 to 1.0
Level 5 Less than 1.50 to 1.0
"Fixed Charge Coverage Ratio" for the then preceding
four fiscal quarters, the ratio of Borrower's: (a)
Unallocated Cash Flow, plus (b) cash interest paid during
such period; divided by (c) (i) the amount of principal
paid (or due to be paid if not paid on or before the
original due date) by Borrower during such period with
respect to long term debt (excluding capitalized or
synthetic leases), excluding payments that were due and
counted as of their original due date, plus (ii) the amount
of cash interest paid by Borrower during such period
(excluding implicit interest expense on capitalized or
synthetic leases). For purposes of calculating the Fixed
Charge Coverage Ratio, Borrower shall consider all payments
made on subordinated debt to be normalized to an annual
amount of $1,500,000 based on a ten (10) year amortization
schedule.
"Funded Debt" shall mean, for the then preceding four
quarters, Borrower's outstanding principal amount of all
interest bearing indebtedness for borrowed money (including
without limitation, capitalized leases). For purposes of
calculating Funded Debt, the outstanding principal amount
of Loans, as of any date of determination, shall be
computed by averaging the outstanding balance of the Loans
as of the last day of the month for each of the then
preceding twelve months.
"LC Commitment" shall mean as to any Lender, such
Lender's Pro Rata Percentage of $20,000,000 using the
percentage set forth opposite such Lender's name under the
heading "LC Commitments" on Exhibit 1A-2, as such amount
may be reduced or terminated from time to time pursuant to
Section 4.4 or 11.1, less such Lender's Pro Rata Percentage
of payments received with respect to the LC Obligations,
and "LC Commitments" shall mean, collectively, the LC
Commitments for all the Lenders.
"Leverage Ratio" shall mean, for the then preceding
four fiscal quarters, the ratio of Borrower's: (a) Funded
Debt divided by (b) EBITDA.
"Loan Commitment" shall mean as to any Lender, such
Lender's Pro Rata Percentage of $80,000,000 as set forth
opposite such Lender's name under the heading "Loan
Commitments" on Exhibit 1A-2, 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.
"Maturity Date" shall mean May 31, 2006, or such later
date as may be agreed upon in writing by the Borrower, the
Agent and the Lenders, or the earlier date of termination
in whole of the commitments pursuant to Section 4.4 or
11.1.
"Overnight Funds Rate" shall mean, as of any date of
determination, an annual rate equal to the one-month LIBOR
Rate quoted by U.S. Bank from Telerate Page 3750 or any
successor thereto, which shall be that one-month LIBOR Rate
in effect and reset each Business Day, plus twenty basis
points (.20%). U.S. Bank's internal records of applicable
interest rates shall be determinative in the absence of
manifest error. In the event after the date of initial
funding any governmental authority subjects U.S. Bank to
any new or additional charge, fee, withholding or tax of
any kind with respect to any Overnight Funds Rate loans or
changes the method of taxation of such loans or changes the
reserve or deposit requirements applicable to such loans,
the Borrower shall pay to U.S. Bank such additional amounts
as will compensate U.S. Bank for such costs or lost income
resulting therefrom as reasonably determined by U.S. Bank.
"Overnight Funds Rate Loan" shall mean any Loan, which
bears interest at the Overnight Funds Rate plus the
Applicable Margin.
"Tangible Net Worth" shall mean as of any particular date,
the difference between: (a) the Borrower's combined total
assets as they would normally be shown on the balance sheet
of the Borrower in accordance with GAAP, adjusted by
deducting: (i) all values attributable to general
intangibles, as determined in accordance with GAAP; and by
deducting (ii) Accounts due from Affiliates with no further
adjustment required for Accounts due from Affiliates
already eliminated in combination except Accounts due from
Affiliates which the Borrower could legally collect by
setoff against Accounts due to Affiliates; and (b) the
Borrower's combined total liabilities as they would
normally be shown on the balance sheet of the Borrower,
adjusted by adding as liabilities: (i) all capitalized
leases and guarantees of the indebtedness of Affiliates,
with no further adjustment required for guaranteed
indebtedness already included in the combined balance
sheet, and by deducting from liabilities, (ii) any and all
liabilities which are expressly subordinated on terms
satisfactory to the Agent.
"Unallocated Cash Flow" shall mean for any period of
determination (a) EBITDA during such period, plus (b) net
new long term debt incurred during such period, plus (c)
net capital contributions during such period, minus (d) the
amount of cash income taxes paid during such period, minus
(e) the amount of cash dividends paid during such period,
minus (f) the amount of cash interest paid during such
period, minus (g) the lesser of (i) depreciation or (ii)
actual capital expenditures.
"Working Capital" shall mean as of any particular
date, the Borrower's combined current assets, less the
Borrower's combined current liabilities (including without
limitation, the aggregate amount of Loans outstanding)
determined in accordance with GAAP, adjusted by deducting:
(i) all values attributable to general intangibles, as
determined in accordance with GAAP; and by deducting (ii)
Accounts due from Affiliates with no further adjustment
required for Accounts due from Affiliates already
eliminated in combination except Accounts due from
Affiliates which the Borrower could legally collect by
setoff against Accounts due to Affiliates, and treating as
equity any and all liabilities which are expressly
subordinated on terms satisfactory to the Agent.
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-2.
3. The outside expiry date for Extended LC's set forth in
Section 2.2(b)(iii) of the Credit Agreement shall be amended to "May
31, 2007."
4. Section 3.1 of the Credit Agreement, Interest, is amended
and restated in full as follows:
3.1 Interest. The Borrower shall pay interest on the
unpaid principal amount of each Loan made by each Lender
from the date of such Loan until such principal amount
shall be paid in full, at the times and at the rates per
annum set for below:
(a) (i) So long as no Matured Default has occurred or
is continuing, during such periods as such Loan is a
Prime Rate Loan, a rate per annum equal to the lesser
of (i) the Prime Rate plus the Applicable Margin and
(ii) the Highest Lawful Rate, payable monthly in
arrears on the first day of each month commencing on
June 1, 2003, and on the Maturity Date, which interest
shall be paid by an Agent initiated Loan pursuant to
Section 2.1, without prior demand by the Agent. With
respect to each Prime Rate Loan, the rate of interest
accruing shall change concurrently with each change in
the Prime Rate as announced by U.S. Bank.
(ii) So long as no Matured Default has occurred
or is continuing, during such periods as such Loan is
an Overnight Funds Rate Loan, a rate per annum equal
to the lesser of (i) the Overnight Funds Rate plus the
Applicable Margin and (B) the Highest Lawful Rate,
payable monthly in arrears on the first day of each
month commencing June 1, 2003, and on the Maturity
Date. With respect to each Overnight Funds Rate Loan,
the rate of interest accruing shall change
concurrently with each change in the one-month LIBOR
Rate as quoted by the Agent.
(b) So long as no Matured Default has occurred or is
continuing, during such periods as such Loan is a
LIBOR Rate Loan, a rate per annum during each Interest
Period for such Loan, equal to the lesser of (i) the
sum of the LIBOR Rate for such Interest Period for
such Loan plus the Applicable Margin and (ii) the
Highest Lawful Rate, payable in arrears on the last
day of the Interest Period in respect of such LIBOR
Rate Loan, and, if the Interest Period with respect to
such LIBOR Rate Loan exceeds three months, the day
which is three months after the making of such LIBOR
Rate Loan, which interest shall be paid by an Agent
initiated Loan pursuant to Section 2.1, without prior
demand by the Agent.
(c) After the occurrence of a Matured Default, the Agent
may notify the Borrower that for so long as such
Matured Default is continuing, any amount due
hereunder, under the Notes or under any other
Financing Agreement, whether for principal, interest
(to the extent permitted by applicable law), fees,
expenses or otherwise, shall bear interest, from the
date on which such Matured Default occurs and during
the continuation of such Matured Default, payable on
demand, at a rate per annum (the "Default Rate") equal
to the lesser of (i) the sum of three percent (3.0%)
per annum plus the otherwise applicable rate of
interest on such Loans in effect at such time and (ii)
the Highest Lawful Rate.
(d) All computations of interest pursuant to this Section
3.1 shall be made by the Agent on the basis of 360
days, unless the foregoing would result in a rate
exceeding the Highest Lawful Rate, in which case, such
computations shall be based on a year of 365 or 366
days, as the case may be. Interest, whether based on
a year of 360, 365 or 366 days, shall be charged for
the actual number of days (including the first day but
excluding the last day) occurring in the period for
which such interest is payable. Each determination by
the Agent of an interest rate shall be conclusive and
binding for all purposes, absent manifest error.
5. Section 6.2 of the Credit Agreement, Additional Fees with
Respect to LC's, shall be amended and restated in full as follows:
6.2 Additional Fees with Respect to LC's. The
Borrower agrees to pay to the Agent for distribution to the
Lenders (based on their respective Pro Rata Percentages) a
quarterly fee in respect of each LC issued hereunder
beginning June 30, 2003, on the face amount of such LC
(accrued on the basis of a 360 day year, and charged for
actual days elapsed). The rate at which the LC fee is
calculated during any quarter shall be the rate set forth
below for the then applicable Financial Performance Level:
Financial LCs with an expiry date LCs with an expiry date
Performance less than or equal to 12 greater than 12 months
Level months from issuance from issuance
----------- ------------------------ -----------------------
Xxxxx 0 2.50% 2.75%
Xxxxx 0 2.00% 2.25%
Xxxxx 0 1.75% 2.00%
Xxxxx 0 1.50% 1.75%
Xxxxx 0 1.25% 1.50%
The quarterly LC fee shall be due and payable in arrears on the
first day of each January, April, July and October hereafter through
the Maturity Date, unless the Borrower has fully terminated the
commitment in accordance with Section 4.4 and there are then no
outstanding Letter of Credit Obligations. A pro-rated LC fee shall
also be due and payable on the Maturity Date and on any date on which
the Borrower terminates the Commitment in full in accordance with
Section 4.4. Each quarterly LC fee shall be earned as it accrues and,
at the option of the Agent, shall be paid by Agent-initiated Loans.
Borrower shall also pay fronting fees with respect to any LC issued
hereunder at the rate of one-eighth of one percent (0.125%) on the
face amount of the LC regardless of the term for which it is issued,
which fee shall be payable to the Issuer upon the issuance of such
Letter of Credit. If the Issuer of any LC is the Agent or an
Affiliate of the Agent, the Borrower shall also pay to the Agent for
the account of the Agent or such Affiliate (as the case may be), the
normal and customary processing fees charged by the Agent or such
Affiliate in connection with the issuance of or drawings under each
such LC. If the Issuer of any LC is a Lender other than the Agent,
the Borrower shall pay directly to such Lender, the normal and
customary processing fees charged by such Lender in connection with
the issuance of or drawings under each such LC.
6. The compliance certificate required to be delivered by the
Borrower to the Agent pursuant to Section 9.1 of the Credit Agreement,
Financial Statements and Other Information, shall be in the form
attached hereto as Exhibit 9A-2 ("Compliance Certificate").
7. Section 9.6 of the Credit Agreement, Financial Covenants
and Ratios, shall be amended and restated in full as follows:
9.6 Financial Covenants and Ratios. The Borrower
shall maintain (a) as of the end of each month, Tangible
Net Worth of not less than $95,000,000, plus for each
Fiscal Year, beginning with the Borrower's 2003 Fiscal
Year, 50% of the Borrower's cumulative annual positive net
income during the previous Fiscal Year (with no deductions
for annual losses); (b) as of the end of each month, a
Working Capital Ratio of not less than 1.5 to 1.0; (c) as
of the end of each fiscal quarter, and measured on a
rolling four quarter basis, EBITDA not less than (i) during
Fiscal Year 2003, $25,000,000, (ii) during Fiscal Year
2004, $28,000,000, and (iii) beginning with the first
fiscal quarter of Fiscal Year 2005 and at all times
thereafter, $30,000,000; (d) as of the end of each month,
Working Capital of not less than $50,000,000; (e) as of the
end of each fiscal quarter, and measured on a rolling four
quarter basis, a Leverage Ratio of not more than 3.50 to
1.00; and (f) as of the end of each fiscal quarter, and
measured on a rolling four quarter basis, a Fixed Charge
Coverage Ratio of not less than 1.20 to 1.00.
8. Subsection (e) of Section 10.4 of the Credit Agreement,
Indebtedness, shall be amended and restated as follows:
(e) other unsecured indebtedness, including
capitalized leases, not exceeding the lesser of (i)
$2,000,000 or (ii) $3,500,000 less the amount of
indebtedness incurred under the preceding clause (d).
9. Section 10.7 of the Credit Agreement, Capital Investment
Limitations, shall be amended and restated in full to read as follows:
10.7 Capital Investment Limitations. Borrower shall
not purchase, invest in or otherwise acquire (including
acquisitions through capitalized leases) additional real
estate, equipment or other fixed assets in any fiscal year
in an amount in excess of $12,000,000 in the aggregate in
any such fiscal year.
10. Section 10.9 of the Credit Agreement, Loans to Affiliates,
shall be amended in restated in full as follows:
10.9 Loans to Affiliates. The Borrower shall not
make any loans to any officers, directors, Affiliates or
shareholders of the Borrower, except for (a) advances for
travel and expenses to the Borrower's officers, directors
or employees in the ordinary course of the Borrower's
business; and (b) loans (including obligations under
existing split-dollar life insurance contracts) to the
Borrower's officers, directors or employees not exceeding
$2,500,000 in the aggregate at any one time outstanding.
11. Section 10.11 to the Credit Agreement, Change of Control;
Amendment of Organization Documents, shall be amended and restated in
full as follows:
10.11 Change of Control; Amendment of Organization
Documents. The Borrower shall not enter into any
transaction which would result in the failure of Xxxxxx X.
Xxxxxxxxxx and Xxxxxxx Xxxxxxxxx, their respective
immediate family members, and certain trusts created for
the benefit of their respective sons and daughters to own,
in the aggregate, shares of voting stock of Xxxxxxxxxx, on
a fully diluted basis, representing the right to elect a
majority of the directors of Xxxxxxxxxx. The Borrower
shall not enter into any transaction, which would result in
the failure of Xxxxxxxxxx to own directly and beneficially,
100% of the outstanding shares of all classes of common
stock of Sunshine, Quantz and JBS. The Borrower shall not
amend the Borrower's articles or certificate of
incorporation, bylaws or any other agreement, instrument or
document affecting the Borrower's organization, management
or governance, without the prior written consent of the
Required Lenders, which consent shall not be unreasonably
withheld; provided, however, that so long as no liability
to Xxxxxxxxxx shall ensue therefrom, and so long as any and
all assets then owned by JBS shall be transferred to
Xxxxxxxxxx, the Lenders hereby consent to the dissolution
of JBS at any time Borrower elects to do so.
12. Section 10.13 of the Credit Agreement, Use of Names, shall
be amended and restated in full to read as follows:
10.13 Use of Names. Except to the extent that Agent
has been notified in advance, the Borrower shall not use
any corporate names (as distinguished from brand names)
other than those referred to in Section 7.7, nor shall the
Borrower change any of said names.
13. Section 10.14 of the Credit Agreement, Payment of Certain
Debt, shall be amended and restated in full as follows:
10.14 Payment of Certain Debt. The Borrower shall
not directly or indirectly, pay, prepay, redeem or
purchase, or deposit funds or property for the payment,
prepayment, redemption or purchase of the indebtedness of
the Borrower which is subordinated to the payment of any
portion of the Liabilities except the scheduled payment of
the subordinated indebtedness under the Teachers' Notes as
approved by the Agent. The Borrower shall not directly or
indirectly, prepay, redeem or purchase, or deposit funds or
property for the prepayment, redemption or purchase of the
Prudential Notes and/or the Teachers Notes.
14. Section 13.6 of the Credit Agreement, Inspection, shall be
amended and restated as follows:
13.6 Inspection. Upon reasonable prior notice
(provided that such notice shall not be required after the
occurrence and during the continuance of a Default or a
Matured Default), the Agent (by and through its officers
and employees), or any Person designated by the Agent in
writing, shall have the right, from time to time hereafter,
to call at the Borrower's place or places of business (or
any other place where any information relating thereto is
kept or located) during reasonable business hours, and
without hindrance or delay, to: (a) inspect, audit, check
and make copies of and extracts from the Borrower's books,
records, journals, orders, receipts and any correspondence
and other data relating to the Borrower's business or to
any transactions between the parties to this Agreement; and
(b) review operating procedures, review maintenance of
property and discuss the affairs, finances and business of
the Borrower with the Borrower's officers, employees or
directors. The Borrower agrees to pay to the Agent an
audit fee, in accordance with the Agent's Letter, upon the
completion of each such audit, for all expenses incurred by
or on behalf of the Agent in making inspections under this
Section 13.6, including without limitation, travel and
photocopying expenses. Notwithstanding the foregoing, the
Agent shall not conduct field audits any more frequently
than once in any twelve month period, unless a Matured
Default is then outstanding (in which case such audits can
be conducted at reasonable intervals). The foregoing fees
shall be fully earned on the dates they become payable and,
at the option of the Agent, shall be paid by Agent
initiated Loans. The Lenders shall have the right to
accompany the Agent on any inspections under this Section
13.6, at their own expense.
15. Any notices provided to the Agent pursuant to clause
(a)(ii) of Section 3.18 of the Credit Agreement, Notices, shall be
addressed as follows:
If to the Agent at:
U.S. Bank National Association
Food & Agribusiness Group
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Fax: (000) 000-0000
with a copy to:
Xxxxxxxx Xxxx Killin Brittan & Ray, LLC
000 Xx. Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
16. The processing and recordation fee required to be paid to
the Agent pursuant to Section 13.24 of the Credit Agreement,
Assignments and Participations, shall be $3,500, not $5,000 as stated
therein. All other provisions of Section 13.24 of the Credit
Agreement shall remain in full force and effect.
17. Exhibits. Exhibit 1A to the Credit Agreement, Lenders'
Commitments, shall hereafter be replaced by Exhibit 1A-2; Exhibit 2A
to the Credit Agreement, Form of Notes, shall hereafter be replaced by
Exhibit 2A-2; and Exhibit 9A to the Credit Agreement, Compliance
Certificate, shall hereafter be replaced by Exhibit 9A-2.
18. The effectiveness of this Amendment is conditioned on the
execution and delivery to the Agent of the items listed on Exhibit A
attached to this Amendment.
19. 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. XXXXXXXXX By /s/ XXXXXXX X XXXXXXXXX
------------------------ -----------------------
Its Chief Financial Officer Its President
----------------------- ---------
JBS INTERNATIONAL, INC., a
Barbados corporation
ATTEST:
By /s/ XXXXXX XXXXXXXXXX, XX. By /s/ XXXXXXX X. XXXXXXXXX
-------------------------- ------------------------
Its Vice President Its President
-------------- ---------
U.S. BANK NATIONAL ASSOCIATION
as Agent and as a Lender
By /s/ XXXXXX X. XXXXX
-------------------
Its Vice President
--------------
SUN TRUST BANK, as a Lender
By /s/ XXXXXXX XXXXXX
------------------
Its Director
--------
LASALLE BANK NATIONAL
ASSOCIATION (f/k/a LaSalle
National Bank), as a Lender
By /s/ XXXXX XXXXXX
----------------
Its Commercial Banking Officer
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