EXHIBIT 10.1(d)
[Gold Xxxx stationery]
March 25, 1999
Southern States Cooperative, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
SUBJECT: Amendment to Commitment Letter ("Commitment Letter") Dated October 13,
0000, Xxxxxxx Xxxxxxxx Xxxxxx Cooperative, Inc. ("Southern States")
and Gold Xxxx Inc. ("Gold Xxxx")
Ladies and Gentlemen:
This letter shall serve to amend the above-referenced Commitment Letter to
revise the Purchase Date and for other purposes. For purposes of this letter,
the capitalized terms used herein shall have the same definition as set forth in
the Commitment Letter, except as otherwise provided herein. Specifically, the
parties have agreed as follows:
1. The Commitment Letter and the Terms Sheet therefor shall be amended by
revising Section 1 of the Terms Sheet to provide that the Purchase Date
shall be extended from April 2, 1999 to October 5, 1999.
2. The Commitment Letter and the Terms Sheet therefor shall be amended by
adding the following sentence at the end of section 3 of the Terms Sheet:
"The payment of the Purchase Price by Gold Xxxx for the Preferred
Securities purchased shall be made directly to NationsBank, N.A. as
Administrative Agent for the account of Southern States."
3. The letter of credit issued by Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A. - "Rabobank Nederland", New York Branch ("Rabobank")
pursuant to section 4 of the Terms Sheet is assignable and, with the
consent of Rabobank, Southern States rights thereunder shall be assigned to
NationsBank, N.A., as Administrative Agent, and payment thereunder shall be
made directly to NationsBank, N.A., as Administrative Agent for the account
of Southern States.
4. The parties agree that any costs incurred by Gold Xxxx in having the LOC
amended or assigned for the purposes of this agreement shall be borne by
Southern States.
Southern States Cooperative
March 25, 1999
Page 2
5. Except as expressly amended herein, the terms and provisions of the
Commitment Letter and Terms Sheet and Annexes thereto shall remain
unchanged and in full force and effect.
If you are in agreement with the amendment of the Commitment Letter as stated
above, please signify by executing and returning a copy of this letter to the
undersigned.
Sincerely,
/s/ Xxxxxxx X. Xxxx
-------------------------------------
Xxxxxxx X. Xxxx
Chief Financial Officer and Treasurer
SOW:pf
Enc.
Agreed to by Southern States Cooperative, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
