EXHIBIT 10.30
FIRST AMENDMENT
TO
CREDIT AGREEMENT
(TERM LOAN)
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (Term Loan) ("AMENDMENT
AGREEMENT") is made as of the Effective Date by and among Cenex Harvest States
Cooperatives, a Minnesota cooperative corporation ("BORROWER"), CoBank, ACB
("COBANK") as Co-Lead Arranger (f./k/a Co-Syndication Agent), and as the
Administrative Agent for the benefit of the present and future Syndication
Parties (in that capacity "ADMINISTRATIVE AGENT"), St. ▇▇▇▇ Bank for
Cooperatives ("ST. ▇▇▇▇ BANK"), as Co-Lead Arranger (f./k/a Co-Syndication
Agent), and the Syndication Parties signatory hereto, including CoBank and St.
▇▇▇▇ Bank is such capacity (each a "SYNDICATION PARTY" and collectively, the
"SYNDICATION PARTIES").
RECITALS
A. Borrower, CoBank, St. ▇▇▇▇ Bank, and the Syndication Parties entered
into a Credit Agreement (Term Loan) ("CREDIT AGREEMENT") dated as of June 1,
1998.
B. The parties hereto desire to amend the Credit Agreement to change
the Administrative Agent from St. ▇▇▇▇ Bank to CoBank and to otherwise amend the
Credit Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, including the mutual promises and agreements
contained herein, the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall have the
definition given to them in the Credit Agreement if defined therein.
2. AMENDMENTS TO CREDIT AGREEMENT. The parties hereto agree that the Credit
Agreement shall be amended as follows as of the Effective Date:
2.1 Each reference in the Credit Agreement, including references in the
introductory paragraph on page 1 thereof, in Subsection 1.144, and on certain
signature pages, to the "Co-Syndication Agents" or to a "Co-Syndication Agent"
shall be changed to a reference to the "Co-Lead Arrangers" or to a "Co-Lead
Arranger".
2.2 The amount of the Fin-Ag, Inc. loan exception set forth in Section
10.6(d) is increased from $50,000,000 to $60,000,000.
2.3 Subsection 14.4.2 is amended in its entirety to read as provided
below in Section 3.4 of this Amendment Agreement.
3. RESIGNATION AND REPLACEMENT OF ADMINISTRATIVE AGENT.
3.1 As of the Effective Date St. ▇▇▇▇ Bank hereby resigns its position
as Administrative Agent under the Credit Agreement.
3.2 The Syndication Parties, acting unanimously, and the Borrower
hereby waive the requirements of Section 13.21 of the Credit Agreement that the
Administrative Agent must provide at least sixty (60) days' prior written notice
of its intention to resign from such position, and they hereby accept St. ▇▇▇▇
Bank's resignation.
3.3 The Syndication Parties hereby unanimously appoint CoBank to serve
as Successor Agent commencing as of the Effective Date, and CoBank hereby
accepts such appointment as contemplated by, and subject to the provisions of,
Section 13.21 of the Credit Agreement.
3.4 In accordance with Section 13.21 of the Credit Agreement, CoBank
hereby advises Borrower of the information required by Subsection 14.4.2 of the
Credit Agreement, as follows:
14.4.2 ADMINISTRATIVE AGENT:
CoBank, ACB
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: 303/▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
4. BORROWER'S REPRESENTATIONS. Borrower hereby represents and warrants that,
after giving effect to this Amendment Agreement and the transactions
contemplated hereby, no Default or Event of Default has occurred and is
continuing under the Credit Agreement or other Loan Documents.
5. EFFECTIVE DATE. This Amendment Agreement shall become effective on May 31,
1999 ("EFFECTIVE DATE"), so long as on or before that date the Administrative
Agent receives an original copy of this Amendment Agreement (or original
counterparts thereof) duly executed by each party hereto. Upon the satisfaction
of all conditions precedent hereto, the Administrative Agent will notify each
party hereto in writing and will provide copies of all documentation in
connection herewith.
6. COSTS; EXPENSES AND TAXES. Borrower agrees to reimburse the Administrative
Agent on demand for all out-of-pocket costs, expenses and charges (including,
without limitation, all fees and charges of external legal counsel for the
Administrative Agent) incurred by the Administrative Agent in connection with
the preparation, reproduction, execution and delivery of this Amendment
Agreement and any other instruments and documents to be delivered hereunder.
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7. GENERAL PROVISIONS.
7.1 Borrower agrees to execute such additional documents as the
Administrative Agent may require, including, without limitation, restated
promissory notes, to carry out or evidence the purposes of this Amendment
Agreement.
7.2 The execution, delivery and effectiveness of this Amendment
Agreement shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or any Syndication Party under any of the Loan Documents,
nor constitute a waiver of any provision of any of the Loan Documents, and the
Credit Agreement, as expressly modified herein, and each other Loan Document are
hereby ratified and confirmed and shall continue in full force and effect and be
binding upon the parties thereto. Any direct or indirect reference in the Loan
Documents to the "Credit Agreement" shall be deemed to be a reference to the
Credit Agreement as amended by this Amendment Agreement.
8. GOVERNING LAW. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
9. COUNTERPARTS. This Amendment Agreement may be executed in any number of
counterparts and by different parties to this Amendment Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Credit Agreement (Term Loan) to be executed by their duly authorized officers
as of the Effective Date.
BORROWER:
CENEX HARVEST STATES COOPERATIVES, a
cooperative corporation formed under the
laws of the State of Minnesota
By: /s/ ▇. ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇. ▇. ▇▇▇▇▇
Title: Executive Vice President Finance
and Administration
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ADMINISTRATIVE AGENT:
COBANK, ACB
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
SYNDICATION PARTIES:
COBANK, ACB
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Contact Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone No.: 316/▇▇▇-▇▇▇▇
Fax No.: 316/▇▇▇-▇▇▇▇
Payment Instructions:
CoBank, ACB
ABA No.: ▇▇▇▇▇▇▇▇▇
Acct. Name: CoBank, ACB
Account No.: ▇▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Reference: Cenex Harvest States
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ST. ▇▇▇▇ BANK FOR COOPERATIVES
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Associate Vice President
Contact Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Associate Vice President
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone No.: 612/▇▇▇-▇▇▇▇
Fax No.: 612/▇▇▇-▇▇▇▇
Payment Instructions:
St. ▇▇▇▇ Bank for Cooperatives
ABA No.: ▇▇▇▇▇▇▇▇▇
Acct. Name: Cenex Harvest States
Account No.: 271998
Reference: ▇▇▇▇▇ ▇▇▇▇