1
NINTH AMENDMENT TO
CREDIT AGREEMENT
This NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
---------
March 22, 1996, is among PURINA XXXXX, INC., a Delaware corporation and
successor by merger to PMI Acquisition Corporation (the "Borrower"), the
--------
financial institutions listed on the signature pages hereof (collectively,
the "Lenders" and individually, a "Lender"), TEXAS COMMERCE BANK NATIONAL
------- ------
ASSOCIATION, a national banking association ("TCB"), in its capacity as
---
administrative and syndication agent (in such capacity, the "Agent") for the
-----
Lenders hereunder, and THE CIT GROUP/BUSINESS CREDIT, INC., a New York
corporation ("CIT"), in its capacity as collateral agent (in such capacity,
---
the "Collateral Agent") for the Lenders hereunder.
----------------
PRELIMINARY STATEMENT. The Borrower, the Lenders, the Agent, and the
Collateral Agent are parties to the Credit Agreement dated as of September
27, 1993, as amended by the First Amendment to Credit Agreement dated as of
December 1, 1993, the Second Amendment to Credit Agreement dated as of March
31, 1994, the Third Amendment to Credit Agreement dated as of April 21, 1994,
the Fourth Amendment to Credit Agreement dated as of November 15, 1994, the
Fifth Amendment to Credit Agreement dated as of January 10, 1995, the Sixth
Amendment to Credit Agreement dated March 15, 1995 to be effective as of
January 31, 1995, the Seventh Amendment to Credit Agreement dated as of March
15, 1995 and the Eighth Amendment to Credit Agreement dated as of May 31,
1995 (as so amended, the "Credit Agreement"; capitalized terms used herein
----------------
and not otherwise defined herein shall have the meanings assigned to them in
the Credit Agreement) and each of PM Holdings Corporation, a Delaware
corporation, Carolina Agri-Products, Inc., a Delaware corporation, Coastal
Ag-Development, Inc., a North Carolina corporation, PMI Feeds, Inc., a
Delaware corporation, PMI Nutrition, Inc., a Delaware corporation, Purina
Livestock Management Services, Inc., a Texas corporation, Xxxx Grain Company,
Inc. (formerly known as Spartan Grain & Feed Co.), a Delaware corporation,
and Earth City Resources, Inc., a Delaware corporation have guaranteed the
obligations of the Borrower under the Credit Agreement and the Notes pursuant
to Guaranty Agreements each dated as of September 27, 1993 and as may be
amended from time to time and Golden Sun Feeds, Inc., a Delaware corporation,
and Golden Sun Finance, Inc., a Delaware corporation have guaranteed the
obligations of the Borrower under the Credit Agreement and the Notes pursuant
to Guaranty Agreements each dated as of March 15, 1995 and as may be amended
from time to time (all such foregoing corporations entering into such
guaranty agreements collectively hereinafter called, the "Guarantors")
----------
The Borrower has requested that the Lenders make the changes to the
Credit Agreement set forth in this Amendment. The Lenders have consented to
such requests, subject to the terms and conditions of this Amendment.
80
2
I. SECTION 1 Amendment of the Credit Agreement.
---------------------------------
(a) Section 1.1 of the Credit Agreement is hereby amended by
restating the definition for the defined term "Net Worth" to read in its
entirety as follows:
"Net Worth" shall mean, at any date of determination, an amount
---------
equal to (a) the total assets of the Borrower and its
Subsidiaries determined in accordance with GAAP on a
consolidated basis, minus (b) total liabilities of the Borrower
-----
and its Subsidiaries determined in accordance with GAAP on a
consolidated basis as of the date of determination, in each
case after eliminating all intercompany transactions, and
excluding any obligation of the Borrower to repurchase shares
of Holdings Common Stock distributed to participants through
the ESOP, such stock being excluded from "Stockholders' Equity"
under GAAP.
(b) Section 1.1 of the Credit Agreement is hereby amended by the
addition of the following defined terms:
"Cover" means the aggregate payments made by the Borrower (i) as
-----
payments against drawings under Letters of Credit which have
not then been reimbursed pursuant to Section 2.3(e) hereof, and
(ii) when all such drawings have been repaid, as payments into
a collateral account maintained by the Administrative Agent to
secure the undrawn and unexpired amount of outstanding Letters
of Credit, which aggregate payments shall not be greater than
an amount equal to the lesser of (x) the amount of any
prepayments required pursuant to Section 4.3(c) and (y) the
aggregate undrawn and unexpired amount under all outstanding
Letters of Credit; provided that such Cover shall be returned
to the Borrower to the extent that the lesser of the Borrowing
Base or the Revolving Credit Commitments is available to
satisfy amounts available for drawings under outstanding
Letters of Credit from time to time.
(c) Section 2.3(a) is hereby amended by deleting the number
25,000,000 from such Section and replacing it with the number 42,000,000.
(d) Section 4.3(c) of the Credit Agreement is hereby amended to read
in its entirety as follows:
If at any time the aggregate outstanding principal balance of the
Revolving Credit Loans plus the Letter of Credit Obligations
----
exceeds an amount equal to the lesser of the Borrowing Base or
the Revolving Credit Commitments at such time, then the
Borrower shall immediately pay to the Administrative Agent the
amount of such excess to be applied (i) as a prepayment of the
Revolving Credit Loans outstanding and (ii)
81
3
after payment in full of the Revolving Credit Loans, as Cover for the
Letter of Credit Obligations in an amount of such remaining excess. Any
such prepayment on the Revolving Credit Loans or Cover under this
Section 4.3(c) shall be due and payable at such time when (x) the sum of
the aggregate principal balance of the Revolving Credit Loans plus the
----
Letter of Credit Obligations is greater than the lesser of the Borrowing
Base and the Revolving Credit Commitments or (y) the Revolving Credit
Commitments are terminated hereunder. If at any time the aggregate
outstanding principal balance of the Swing Loans exceeds $5,000,000,
then the Borrower shall immediately pay to the Administrative Agent
the amount of such excess as a prepayment on the Swing Loans. All such
prepayments made shall be applied to the prepayment of the Revolving
Credit Loans or the Swing Loans, as applicable, ratably among the
Lenders.
(e) Section 8.21(b) is hereby amended and restated to read in its
entirety as follows:
(b) Schedule 8.21 includes a complete and correct list, as of
-------------
March 22, 1996, of all Subsidiaries of Holdings and the
Borrower and all other entities in which either Holdings
or the Borrower holds, directly or indirectly, any
beneficial interest (including, without limitation, stock,
partnership or joint venture interest, or other
securities), showing the jurisdiction of their
incorporation or organization and the percentage of the
outstanding shares of each class of capital stock (or
other equivalent interest) owned, directly or indirectly,
by Holdings or the Borrower. Except as disclosed in
Schedule 8.21 and except for Liens created by the Security
-------------
Documents, Holdings or the Borrower, as the case may be,
owns directly or indirectly, free and clear of all Liens
or restrictions on transferability or voting, the
percentage of outstanding shares of the Subsidiaries or
other entities as shown on Schedule 8.21 and all such
-------------
shares are duly authorized, validly issued, fully paid and
non-assessable. Except as disclosed on Schedule 8.21,
-------------
there are no outstanding rights, warrants, options,
contracts, commitments, conversion rights or similar
agreements or understandings of any kind to which any of
Holdings, the Borrower or its Subsidiaries is a party
entitling any Person to purchase or otherwise acquire (i)
any shares of the capital stock of any such Subsidiary or
(ii) any securities convertible into or exchangeable for
any shares of such capital stock. No securities are
outstanding which are convertible into or exchangeable for
any shares of capital stock of any Subsidiary of either of
Holdings or the Borrower.
(f) The last sentence of Section 10.3 of the Credit Agreement is
hereby amended by inserting immediately prior to the period at the end of
such sentence the following proviso:
82
4
"; provided, however, that the Borrower and any Subsidiary of the
-------- -------
Borrower shall not be required to maintain its separate corporate
existence in connection with any merger or consolidation or
liquidation which is permitted by Section 11.6."
(g) The first sentence of Section 10.7 of the Credit Agreement is
hereby amended by inserting immediately prior to the period at the end of
such sentence the following proviso:
"; provided, further, however, that the Borrower and any Subsidiary of
-------- ------ -------
the Borrower shall not be required to maintain its separate corporate
existence in connection with any merger or consolidation or
liquidation which is permitted by Section 11.6."
(h) Section 11.2 of the Credit Agreement is hereby amended by (i)
retaining the Section 11.2(k) added by the Fourth Amendment, and (ii)
renumbering the Section 11.2(k) added by the Seventh Amendment to become
Section 11.2(l), so that Section 11.2(k) and Section 11.2(l) of the Credit
Agreement shall read in their entirety as follows:
(k) Liens on assets of the Non-Recourse Subsidiaries or any
Subsidiary of a Non-Recourse Subsidiary to secure Indebtedness of
Non-Recourse Subsidiaries permitted under Section 11.1(i); and
(l) Lien on or security interests in accounts in which the
Borrower has an interest, which accounts have been established
pursuant to the terms of a trust indenture in connection with the
issuance of tax-exempt industrial revenue bonds as permitted by
Section 11.23.
(i) Section 11.3 of the Credit Agreement is hereby amended by (i)
deleting Section 11.3(k) that was added pursuant to the Seventh Amendment,
(ii) retaining the Section 11.3(k) added pursuant to the Eighth Amendment,
and (iii) amending and restating Section 11.3(g) to read in its entirety as
follows:
(g) Capital contributions existing on March 22, 1996, in the
Subsidiaries of the Borrower and other entities listed on Schedule
8.21 and capital contributions in such Subsidiaries which will be
used by such Subsidiaries for Additional Capital Expenditures
permitted under Section 11.7 of this Agreement;
(j) Section 11.5 of the Credit Agreement is hereby amended by (i)
inserting the phrase "the Borrower or any of its Subsidiaries may make" at
the beginning of Section 11.5(d) immediately before the word "sales"; (ii)
replacing the period at the end of Section 11.5(d) with "; and" and (ii)
adding a new Section 11.5(e) to read in its entirety as follows:
83
5
"(e) the Borrower or any of its Subsidiaries may make
dispositions of Investments consisting of capital shares of stock,
other equity securities or interests of any Subsidiary which is a
sale, assignment, pledge, encumbrance or disposal permitted by
Section 11.22."
(k) clause (e) of the proviso to Section 14.2 of the Credit Agreement
is hereby amended by inserting after the phrase "any Collateral sold" in the
parenthetical thereof the phrase "or released".
(l) Subsection 8.21(b) of Schedule 8.21 to the Credit Agreement is
hereby amended and restated in its entirety by Schedule 8.21(b) attached
hereto.
I. SECTION 2 Conditions of Effectiveness. This Amendment shall
---------------------------
become effective if, and only if, the Borrower, the Guarantors and the Lenders
(in accordance with Section 14.2 of the Credit Agreement) shall have executed
and delivered to the Agent a counterpart of this Amendment or evidence
satisfactory to the Agent of such execution thereof.
I. SECTION 3 Consent to Merger; Exchange of Securities. Each Lender
-----------------------------------------
party hereto hereby (a) consents to, and waives 30 days prior written notice
of, the mergers of Golden Sun Acquisition Company ("GSA") and Golden Sun Farm
---
Services, Inc. ("GSFS") into Golden Sun Feeds, Inc. ("Feeds") and (b)
---- -----
authorizes the Collateral Agent to take all actions consistent with respect
to each such merger, including, without limitation, amending the Security
Documents (i) to encumber the stock of Feeds issued to the Borrower, (ii) to
recognize the retirement of the stock of GSA and GSFS, and (iii) to deliver
all such retired GSA stock and GSFS stock to the Borrower upon the delivery
to the Collateral Agent of amendments, stock power(s) and stock
certificate(s) of Feeds, each in form and substance reasonably satisfactory
to the Collateral Agent.
SECTION 4. Representations and Warranties True; No Default or Event of
-----------------------------------------------------------
Default. By its execution and delivery hereof, the Borrower represents and
-------
warrants that, as of the date hereof after giving effect to this Amendment,
(a) the representations and warranties contained in the Credit Agreement to
be made by it are true and correct on and as of the date hereof as though
made on and as of such date (except for those Sections or parts thereof that,
by their terms, relate to a specified date), (b) no Default or Event of
Default exists, and (c) no material adverse change shall have occurred with
respect to the financial condition, business, operations or reasonably
foreseeable prospects of the Borrower and its Subsidiaries taken as a whole,
or of the Borrower on an individual basis, since December 31, 1994.
SECTION 5. Reference to the Credit Agreement. Upon the effectiveness
---------------------------------
of this Amendment, on and after the date hereof each reference in the Credit
Agreement, the Notes or the Security Documents to "the Credit Agreement,"
"this Agreement,"
84
6
"hereunder," "herein" or words of like import shall mean and be a reference to
the Credit Agreement as amended hereby.
SECTION 6. Ratification of Credit Agreement. Except as expressly
--------------------------------
affected by the provisions set forth herein, the Credit Agreement, as amended
hereby, shall remain in full force and effect and is hereby ratified and
confirmed by the Borrower. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as an
amendment or waiver of any right, power or remedy of the Agent or the Lenders
under the Credit Agreement, the Notes, the Security Documents, or any other
Loan Document, nor constitute a waiver of any other provision of the Credit
Agreement.
SECTION 7. Further Assurances. Each of the Borrower and the
------------------
Guarantors agrees to do, execute, acknowledge and deliver all and every such
further acts and instruments as the Agent may request for the better assuring
and confirming unto the Agent and the Lenders all and singular the rights
granted or intended to be granted hereby or hereunder.
SECTION 8. Costs and Expenses. Pursuant to Section 14.3 of the Credit
------------------
Agreement, the Borrower agrees to pay on demand all costs and expenses of the
Agent in connection with the preparation, reproduction, execution and
delivery of this Amendment (including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel for the Agent with respect thereto
and with respect to advising the Agent as to its rights and responsibilities
under the Credit Agreement, as hereby amended). In addition, the Borrower
shall pay all stamp and other taxes and fees payable or determined to be
payable in connection with the execution and delivery of this Amendment, and
agrees to save the holder of each Note harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission
to pay such taxes or fees.
SECTION 9. Counterparts. This Amendment may be executed in one or
------------
more counterparts, each of which shall constitute an original but when taken
together shall constitute but one agreement. Delivery of an executed
counterpart of a signature page of this Amendment by telecopier shall be
equally effective as delivery of a manually executed counterpart. Any party
delivering an executed counterpart of a signature page of this Amendment by
telecopier shall thereafter also promptly deliver a manually executed
counterpart, but the failure to deliver such manually executed counterpart
shall not affect the validity, enforceability and binding effect of this
Amendment.
SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND SHALL BE
BINDING UPON THE BORROWER, THE AGENT, THE LENDERS, THE ISSUING LENDERS, THE
COLLATERAL AGENT, THE GUARANTORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
85
7
SECTION 11. FINAL AGREEMENT. THE WRITTEN CREDIT AGREEMENT, AS AMENDED
---------------
BY THIS AMENDMENT, AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH
AND HEREWITH, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE BORROWER AND THE GUARANTORS, ON ONE HAND, AND THE AGENT, THE LENDERS, THE
ISSUING LENDERS AND THE COLLATERAL AGENT, ON THE OTHER HAND.
IN WITNESS WHEREOF, the parties hereof, by their offices duly
authorized have executed this Amendment as of the date first written above.
PURINA XXXXX, INC.,
as Borrower
By:---------------------------------------
Xxx X. Xxxxxxxxx
Executive Vice President and
Chief Financial Officer
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Individually and as Agent
By:---------------------------------------
------------------------------------------
------------------------------------------
THE CIT GROUP/BUSINESS CREDIT, INC.,
Individually and as Collateral Agent
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
86
8
ABN AMRO BANK, N.V.
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
BANQUE PARIBAS
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
BANK OF SCOTLAND
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
87
0
XXX XXXX XX XXXX XXXXXX
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
FBS AG CREDIT, INC.
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
XXXXXX FINANCIAL, INC.
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
88
10
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
NATIONAL WESTMINSTER BANK, PLC NEW YORK
AND/OR NASSAU BRANCHES
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
89
11
Each of the undersigned, in its capacity as a Guarantor, hereby
consents to the terms and conditions set forth in this Amendment, and hereby
acknowledges the joint and several nature of and ratifies and confirms its
obligations under its Guaranty of the obligations of the Borrower under and
in connection with the Credit Agreement, as amended by this Amendment, and
under the other Security Documents to which it is a party.
PM HOLDINGS CORPORATION
By:------------------------------------------
Xxx X. Xxxxxxxxx
Executive Vice President and Chief
Financial Officer
CAROLINA AGRI-PRODUCTS, INC.
By:------------------------------------------
Xxx X. Xxxxxxxxx
Vice President
COASTAL AG-DEVELOPMENT, INC.
By:------------------------------------------
Xxx X. Xxxxxxxxx
Vice President
PMI FEEDS, INC.
By:------------------------------------------
Xxx X. Xxxxxxxxx
Vice President
PMI NUTRITION, INC.
By:------------------------------------------
Xxx X. Xxxxxxxxx
Vice President
90
12
PURINA LIVESTOCK MANAGEMENT SERVICES, INC.
By:------------------------------------------
August X. Xxxxxxxx
Treasurer
XXXX GRAIN COMPANY, INC.
By:------------------------------------------
Xxx X. Xxxxxxxxx
Vice President
EARTH CITY RESOURCES, INC.
By:------------------------------------------
Xxx X. Xxxxxxxxx
Vice President
GOLDEN SUN FEEDS, INC.
By:------------------------------------------
---------------------------------------------
---------------------------------------------
GOLDEN SUN FINANCE, INC.
By:------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
91
13
Schedule 8.21(b)
----------------
to Ninth Amendment to Credit Agreement
--------------------------------------
Subsection 8.21 (b)
Subsidiaries of Holdings and the Borrower on March 22, 1996:
1. Purina Xxxxx, Inc., a Delaware corporation, a wholly-owned entity
of Holdings.
2. Coastal Ag-Development, Inc., a North Carolina corporation, a
wholly-owned entity of the Borrower.
3. Carolina Agri-Products, Inc., a Delaware corporation, a wholly-
owned entity of the Borrower.
4. PMI Feeds, Inc., a Delaware corporation, a wholly-owned entity
of the Borrower.
5. PMI Nutrition, Inc., a Delaware corporation, a wholly-owned
entity of the Borrower.
6. Purina Livestock Management Services, Inc., a Texas corporation,
a wholly-owned entity of the Borrower.
7. Xxxx Grain Company, Inc., a Delaware corporation, a wholly-owned
entity of the Borrower (formerly known as Spartan Grain & Feed
Co.).
8. Earth City Resources, Inc., a Delaware corporation, a wholly-
owned entity of the Borrower.
9. Golden Sun Feeds, Inc., a Delaware corporation, a wholly owned
entity of the Borrower.
10. Golden Sun Finance, Inc., an Iowa corporation, a wholly owned
entity of Golden Sun Feeds, Inc.
Other entities in which either Holdings or the Borrower holds, directly or
indirectly, any beneficial interest on March 22, 1996:
(The following documents that are marked with an asterisk ("") contain
restrictions on transferability or voting; provided, however, such
restrictions on transferability or voting are not violated by, or
all necessary consents or waivers have been obtained from parties to
such documents to permit, the Related Transactions.)
92
14
a. American Egg Products, Inc. ("American"), a Georgia corporation -
approximately 2.99% owned by the Borrower. The Shareholder
Agreement dated May 2, 1989 between American and its
shareholders restricts the transfer of its common stock.
b. Northern Colorado Feed Limited Liability Company ("Northern
Colorado"), a Colorado limited liability company - 50% owned by
the Borrower. The Northern Colorado Operating Agreement dated
effective September 15, 1992, between the Company and Xxxxxxx,
Inc. provides that a member has a right to purchase the other
members' interest upon the event of a change of control.
Xxxxxxx, Inc. consented to the Acquisition and the Merger.
c. Eastern Block, Inc. - 50% owned by Carolina Agri-Products, Inc.
The Shareholders Agreement dated June 7, 1984 between Carolina
Agri-Products, Inc. and Eastern Minerals, Inc. restricts the
transfer of the common stock of Eastern Block, Inc.
d. Joint Venture/Production Risk Agreement dated October 23, 1985
between the Company and Southern Illinois Pullet Sales, Inc.
("SIPS") - 50% owned by the Borrower. This agreement is
governed by the laws of the State of Illinois.
e. Joint Venture/Production Risk Agreement dated September 14, 1987
between the Company and SIPS - 50% owned by the Borrower. This
agreement is governed by the laws of the State of Illinois.
f. Production Risk Agreement dated December 24, 1986, between the
Company and Xxxx X. Xxxx XX, Inc. ("Xxxx"), as amended by the
Amended Production Participation Agreement dated July 24, 1992,
involving the formation of a business venture to raise and sell
hogs located at property of York Pork, Inc. in Pennsylvania.
The Borrower is entitled to 70% of profits and responsible for
70% of the liabilities from January 1, 1987 through December
31, 1993, to 50% of profits and responsible for 50% of the
liabilities from January 1, 1994 through December 31, 1995, and
to 40% of profits and responsible for 40% of the liabilities
from January 1, 1996 through December 31, 1996.
g. Certificate of Limited Partnership made as of November 1, 1987
between Xxxxx Hog Corporation, Inc., as general partner and the
Company, as limited partner. The Company contributed a one
half interest in swine as a capital contribution and has
contributed 50% of the care, feeding and initial start up costs
incurred in connection with the swine. This agreement is
governed by the laws of the State of Georgia.
93
15
h. Agreement dated August 1, 1990 among the Company, Xxxxxx, and
Xxxxx Xxxxxx - 30.25% owned by the Borrower, and pertains to
the raising of pullets by a third party in a joint venture.
This Agreement does not contain a governing law clause.
i. Agreement dated March 13, 1991 among the Company, Xxxxxx, and
Xxxxxx Farms ("Xxxxxx") - 30.25% owned by the Borrower, and
pertains to the raising of pullets by a third party in a joint
venture. This Agreement does not contain a governing law
clause.
j. Agreement dated June 12, 1991 among the Company, Xxxxxx, Xxxxxxx
Sales, Service & Trucking Co. ("Xxxxxxx") and Xxxxx and Xxxxx
Xxxxxx - 30.25% owned by the Borrower, and pertains to the
raising of pullets by a third party in a joint venture. This
Agreement does not contain a governing law clause.
k. Agreement dated April 9, 1992 among the Company, Xxxxxx, Xxxxxxx
and Xxxxxx - 30.25% owned by the Borrower, and pertains to the
raising of pullets by a third party in a joint venture. This
Agreement does not contain a governing law clause.
l. Agreement dated December 28, 1992 among the Company, Xxxxxx,
Xxxxxxx and Xxxx Xxxxxx - 30.25% owned by the Company, and
pertains to the raising of pullets by a third party in a joint
venture. This Agreement does not contain a governing law
clause.
m. Joint Venture Agreement dated April 23, 1993 among the Company,
Xxxxxxx, and Brickland Enterprises, Inc. - 22% owned by the
Borrower, and pertains to the raising of pullets by a third
party in a joint venture. This agreement is governed by the
laws of the State of Maryland.
n. Limited Partnership Agreement of Oceanview Farms Limited
Partnership. Coastal Ag-Development, Inc. acts as a general
partner in the partnership formed to acquire, own and manage a
swine production facility located in North Carolina. This
agreement is governed by the laws of the State of North
Carolina.
94
