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EXHIBIT 4.3(d)
THIRD AMENDMENT TO CREDIT AGREEMENT
BETWEEN U.S. BANCORP AG CREDIT, INC.
AS AGENT FOR ITSELF AND CERTAIN OTHER LENDERS
AND
PREMIUM STANDARD FARMS, INC.
DATED AUGUST 27, 1997
This Third Amendment to Credit Agreement (this "AMENDMENT") is made
this 1st day of August, 2000 among PREMIUM STANDARD FARMS, INC., a Delaware
corporation ("PREMIUM"), CGC ASSET ACQUISITION CORP., a Delaware corporation
("ASSET SUB" and collectively with Premium, the "BORROWER"), the financial
institutions listed on the signature pages hereof (collectively the "LENDERS"
and individually a "LENDER") and U.S. BANCORP AG CREDIT, INC., a Colorado
corporation (the "AGENT"), in its capacity as Agent for the Lenders under the
Credit Agreement (hereinafter defined).
RECITALS
The Borrower's and the Lenders desire to amend the Credit Agreement
dated as of August 27, 1997 among Premium, the Agent and the Lenders (as the
same may be amended, replaced, restated and/or supplemented from time to time,
the "CREDIT AGREEMENT") by decreasing the amount of and extending the term of
the Revolving Loan Commitments. The amount of the Revolving Loan Commitments is
being decreased from $90,000,000 in the aggregate to $65,700,000 in the
aggregate to accommodate the departure of Caisse Nationale De Credit Agricole
and ▇▇▇▇▇▇ Financial, Inc. from the Lender group. Borrower shall also be
required to pay the Restated Term Notes issued to Caisse Nationale De Credit
Agricole and ▇▇▇▇▇▇ Financial, Inc. The term of the Revolving Loan Commitments
is being extended for 30 days in anticipation of the syndication of new credit
facilities under the Credit Agreement in the amount of $225,000,000 during the
month of August.
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 heretofore, now
or hereafter made to or for the benefit of Premium or Asset Sub by the Agent and
the Lenders, Premium, Asset Sub, the Agent and the Lenders agree as follows:
1. Definitions. Capitalized terms used and not defined in this
Amendment shall have the meanings given to such terms in the Credit Agreement.
2. Replaced Defined Terms. Section 1.1 of the Credit Agreement, Defined
Terms, is amended by eliminating the definitions of "A Revolving Loan
Commitment", "B Revolving Loan Commitment" and "Revolving Maturity Date", and
replacing them in full with the following definitions:
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"A REVOLVING LOAN COMMITMENT" shall mean as to any Lender,
such Lender's Pro Rata Percentage of $43,800,000 as set forth opposite
such Lender's name under the heading "A Revolving Loan Commitments" on
Exhibit 1G, as such amount may be reduced or terminated from time to
time pursuant to Section 4.4 or 11.1, and "A REVOLVING LOAN
COMMITMENTS" shall mean collectively, the A Revolving Loan Commitments
for all the Lenders.
"B REVOLVING LOAN COMMITMENT" shall mean as to any Lender,
such Lender's Pro Rata Percentage of $21,900,000 as set forth opposite
such Lender's name under the heading "B Revolving Loan Commitments" on
Exhibit 1G, as such amount may be reduced or terminated from time to
time pursuant to Section 4.4 or 11.1, and "B REVOLVING LOAN
COMMITMENTS" shall mean collectively, the B Revolving Loan Commitments
for all the Lenders.
"REVOLVING MATURITY DATE" shall mean August 31, 2000 or the
earlier date of the termination in whole of the Commitments pursuant to
Section 4.4 or 11.1.
"TERM LOAN COMMITMENT" shall mean as to any Lender, such
Lender's Pro Rata Percentage of $21,900,000, as set forth opposite such
Lender's name under the heading "Term Loan Commitments" on Exhibit 1G,
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
principal payments received with respect to the Term Loan, and "Term
Loan Commitments" shall mean collectively, the Term Loan Commitments
for all the Lenders.
3. Extension of Note Maturity Dates. The Maturity Dates set forth in
the A Revolving Credit Notes and the B Revolving Credit Notes issued to the
Lenders and dated May 13, 1998 shall be extended from July 31, 2000 to August
31, 2000. The A Revolving Credit Notes and the B Revolving Credit Notes issued
to Caisse Nationale De Credit Agricole and ▇▇▇▇▇▇ Financial, Inc. and dated May
13, 1998 shall be paid in full by Loans from the Lenders on the date of this
Amendment.
4. Payment of Certain Restated Term Notes. The Restated Term Notes
issued to Caisse Nationale De Credit Agricole and ▇▇▇▇▇▇ Financial, Inc. and
dated May 13, 1998 shall be paid in full by Loans from the Lenders on the date
of this Amendment. Effective on the date of this Amendment and upon the payments
to them contemplated hereby, Caisse Nationale De Credit Agricole and ▇▇▇▇▇▇
Financial, Inc. shall not be Lenders under the Credit Agreement.
5. Section 13.18(a) of the Credit Agreement is amended to read in full
as follows:
(a) All notices and other communications provided for herein
shall be in writing (including telex, facsimile, or cable
communication) and shall be mailed, telexed, cabled or delivered
addressed as follows:
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(i) If to the Agent at:
U.S. Bancorp Ag Credit, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ Killin Brittan & Ray, LLC
▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) If to the Borrower at:
Premium Standard Farms, Inc.
CGC Asset Acquisition, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer
with a copy to:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(iii) If to any of the Lenders other than the
Agent, at the address for such Lender set
forth on the applicable signature page of
this Agreement;
and, as to each party hereto, at such other address as shall be
designated by such party in a written notice to the other parties
hereto. All such notices and communications shall, when mailed,
telecopied, telexed, transmitted, or cabled, become effective when
deposited in the mail, confirmed by telex answerback, transmitted by
telecopier, or delivered to the cable company, respectively except that
notices and communications to the Agent shall not be effective until
actually received by the Agent.
6. Exhibit 1F to the Credit Agreement, the Lenders' Commitments, is
replaced with Exhibit 1G to this Amendment.
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7. Representations and Warranties. To induce the Agent and the Lenders
to enter into this Amendment, the Borrower represents and warrants to the Agent
and the Lenders that each and every representation and warranty set forth in the
Credit Agreement is true and correct as of the date hereof, and shall be deemed
remade by the Borrower as of the date hereof.
8. Conditions to Advances; Documentation. The effectiveness of this
Amendment shall be conditioned upon the execution and/or delivery of this
Amendment by the Borrowers and the Lenders.
9. Incorporation of Credit Agreement. The parties agree that this
Amendment shall be an integral part of the Credit Agreement, that all of the
terms set forth therein are incorporated in this Amendment by reference, and
that all terms of this Amendment are incorporated therein as of the date of this
Amendment. All of the terms and conditions of the Credit Agreement which are not
modified in this Amendment shall remain in full force and effect. To the extent
the terms of this Amendment conflict with the terms of the Credit Agreement, the
terms of this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
PREMIUM STANDARD FARMS, INC.,
A DELAWARE CORPORATION
ATTEST:
BY:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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ITS: Vice President ITS: Executive Vice President
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CGC ASSET ACQUISITION CORP.
A DELAWARE CORPORATION
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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ITS: Executive Vice President
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U.S. BANCORP AG CREDIT, INC., AS
AGENT AND AS A LENDER
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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ITS: Vice President
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FARM CREDIT SERVICES OF
WESTERN MISSOURI, PCA
BY: /s/
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ITS: Senior Vice President
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FIRSTAR BANK, N.A. (F/K/A MERCANTILE
BANK NATIONAL ASSOCIATION)
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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ITS: Vice President
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▇▇▇▇▇▇ TRUST AND SAVINGS BANK
BY: /s/
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ITS: Vice President
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