GOLD KIST INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2004 • Gold Kist Inc • Poultry slaughtering and processing • New York
Gold Kist Inc., a corporation organized under the Georgia Cooperative Marketing Act (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC, Rabo Securities USA, Inc., SunTrust Capital Markets, Inc., ING Financial Markets LLC and Harris Nesbitt Corp. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of March 5, 2004 (the “Purchase Agreement”), U.S.$200,000,000 aggregate principal amount of its 10 1/4% Senior Notes due 2014 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by Agra Trade Financing, Inc., Agvestments, Inc., Cross Equipment Company, Inc., GK Finance Corporation, GK Pecans, Inc., GK Peanuts, Inc., AgraTech Seeds, Inc. and Luker, Inc. (collectively, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture dated as of March 10, 2004 (the “Indenture”), among the Issuer, the Guarantors named therein and U.S. Ba
Gold Kist Inc. PURCHASE AGREEMENTPurchase Agreement • March 12th, 2004 • Gold Kist Inc • Poultry slaughtering and processing • New York
On the Closing Date, the Company and the Guarantors will, simultaneously with the purchase, sale and delivery of the Offered Securities, amend and restate the Credit Agreement dated as of September 27, 2002 (as amended and restated, the “Rabobank Agreement”), among the Company, the lenders named therein and Cooperatieve Centrale Raiffeisen – Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as agent (the “Agent”). The Company will apply a portion of the net proceeds of the Offered Securities to the prepayment in full of all revolving loans, term loans, accrued and unpaid interest, prepayment penalties and other amounts unpaid and outstanding under the Rabobank Agreement on the Closing Date (the “Outstanding Amounts”). Contemporaneously with the purchase, sale and delivery of the Offered Securities, the Company will (i) deliver to the Agent an irrevocable notice of full prepayment of the Outstanding Amounts and (ii) wire transfer, to the account of the Agent designated for suc
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (Term Loan)Credit Agreement • March 12th, 2004 • Gold Kist Inc • Poultry slaughtering and processing • Colorado
THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (Term Loan) (“Amendment Agreement”) is made as of March 10, 2004 (“Execution Date”) to be effective as of the Effective Date, by and among Gold Kist Inc., a Georgia cooperative marketing association (“Borrower”) and CoBank, ACB (“CoBank”) as Lender.
FOURTH AMENDMENT TO NOTE AGREEMENTNote Agreement • March 12th, 2004 • Gold Kist Inc • Poultry slaughtering and processing • New York
This Fourth Amendment, dated March 10, 2004 (this “Amendment”), is made to that Second Consolidated, Amended and Restated Note Agreement dated as of September 27, 2002, as amended as of January 29, 2003, as of February 11, 2003 and as of February 11, 2004 (as so amended, the “Note Agreement”), among Gold Kist Inc., a cooperative marketing association organized and existing under the laws of the State of Georgia (the “Company”), The Prudential Insurance Company of America (“Prudential”) and the Gateway Recovery Trust. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Agreement.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 10, 2004 by and among GOLD KIST INC., as Borrower, VARIOUS BANKS, LENDING INSTITUTIONS, AND INSTITUTIONAL INVESTORS as Lenders, SUNTRUST BANK, as Syndication Agent, HARRIS TRUST AND...Credit Agreement • March 12th, 2004 • Gold Kist Inc • Poultry slaughtering and processing • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 10, 2004, is made and entered into by and among GOLD KIST INC., a cooperative marketing association organized and existing under the laws of the State of Georgia (the “Borrower”), various banks and other lending institutions and institutional investors as are, or may from time to time become, parties hereto (collectively, the “Lenders” and individually, a “Lender”), SUNTRUST BANK, as Syndication Agent (the “Syndication Agent”), HARRIS TRUST AND SAVINGS BANK and ING CAPITAL LLC, as Co-Documentation Agents (collectively, the “Co-Documentation Agents”), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Agent for the Lenders and sole lead arranger.
