1
TENTH AMENDMENT TO
CREDIT AGREEMENT
This TENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
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June 28, 1996, is among PURINA ▇▇▇▇▇, INC., a Delaware corporation and
successor by merger to PMI Acquisition Corporation (the "Borrower"), the
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financial institutions listed on the signature pages hereof (collectively,
the "Lenders" and individually, a "Lender"), TEXAS COMMERCE BANK NATIONAL
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ASSOCIATION, a national banking association ("TCB"), in its capacity as
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administrative and syndication agent (in such capacity, the "Agent") for the
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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.
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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, the Eighth Amendment to Credit Agreement dated as of May 31, 1995
and the Ninth Amendment to Credit Agreement dated as of March 22, 1996 (as so
amended, the "Credit Agreement"; capitalized terms used herein and not
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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, ▇▇▇▇ 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., an Iowa corporation, have guaranteed the
obligations of the Borrower under the Credit Agreement and the Notes pursuant
to a Guaranty Agreement 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")
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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.
I. SECTION 1 Amendment of the Credit Agreement.
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(a) Section 1.1 of the Credit Agreement is hereby amended by the
addition of the following proviso to the end of the definition for the
defined term "Letter of Credit Obligations":
; provided that "Letter of Credit Obligations" shall not include IRB
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Letter of Credit Obligations.
(b) Section 1.1 of the Credit Agreement is hereby amended by
restating the definition for the defined term "Revolving Credit Commitment"
to read in its entirety as follows:
"Revolving Credit Commitment" shall mean, as to any Lender, such
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Lender's Pro Rata Percentage of $65,000,000 on June 28, 1996, as set
forth opposite such Lender's name under the heading "Revolving Credit
Commitment" on Schedule 1.1 hereto, as such amount may be reduced or
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terminated from time to time pursuant to Sections 4.4 or 12.1 hereof,
and "Revolving Credit Commitments" means, collectively, the Revolving
----------------------------
Credit Commitments for all the Lenders.
(c) Section 1.1 of the Credit Agreement is hereby amended by the
addition of the following defined terms:
"IRB Letter of Credit" shall mean each Letter of Credit issued in
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support of industrial revenue bonds, the proceeds of which bonds have
been or will be received by the Borrower or any Subsidiary of the
Borrower as a loan from a municipal issuer, or a nonprofit entity
issuer acting on behalf of a municipality, for the purpose of
constructing, equipping or renovating ▇▇▇▇▇ and designated in writing
by the Borrower as an IRB Letter of Credit."
"IRB Letter of Credit Obligations" shall mean, at any time, the
--------------------------------
lesser of (i) $18,000,000 and (ii) the sum of (a) the aggregate undrawn
and unexpired amount of the outstanding IRB Letters of Credit plus (b)
----
the aggregate amount of drawings under IRB Letters of Credit which
have not then been reimbursed pursuant to Section 2.3(e) hereof."
(d) Section 2.3(a) is hereby amended to read in its entirety as
follows:
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(a) Subject to the terms and conditions of this Agreement, the
Borrower may request that any Lender at its option from time to
time issue Letters of Credit for the Borrower's account for, in
the case of Letters of Credit other than IRB Letters of Credit,
any general corporate purpose, and in the case of IRB Letters
of Credit, for the purpose set forth in the definition thereof,
(such Lender thereby becoming the "Issuing Lender"); provided
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that the Issuing Lender shall not issue any such Letter of
Credit (a) if such issuance would cause the Letter of Credit
Obligations to exceed $25,000,000 at the time of such issuance
or (b) if, after giving effect to such Letter of Credit, (i)
the aggregate outstanding principal balance of the Revolving
Credit Loans plus the Letter of Credit Obligations would
----
exceed an amount equal to the lesser of the Borrowing Base and
the Revolving Credit Commitments at such time or (ii) the
aggregate outstanding principal balance of the Revolving Credit
Loans plus the IRB Letter of Credit Obligations plus the Letter
---- ----
of Credit Obligations would exceed an amount equal to the
Revolving Credit Commitments at such time.
(e) Schedule 1.1 attached to the Credit Agreement is hereby amended
and restated in its entirety by Schedule 1.1 attached hereto.
I. SECTION 2 Conditions of Effectiveness. This Amendment shall
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become effective on June 28, 1996, upon the receipt by the Agent of an executed
counterpart of this Amendment or evidence satisfactory to the Agent of such
execution thereof from the Borrower, the Guarantors and the Lenders (in
accordance with Section 4.2 of the Credit Agreement). The obligation of each
Lender to make an advance to the Borrower of all or any portion of its share
of the increase in the Revolving Credit Commitment as increased by this
Amendment is subject to the following conditions (the making of such an
advance by a Lender shall evidence such Lender's satisfaction with the
Borrower's compliance with the following conditions):
(a) The Agent shall have received, appropriately dated and in form
and substance satisfactory to the Agent, for each Lender, a Revolving Credit
Note duly executed by the Borrower and payable to the order of such Lender in
the amount of such Lender's Revolving Credit Commitment as set forth on
Schedule 1.1.
(b) The Agent shall have received a certificate of the Secretary or
an Assistant Secretary of the Borrower certifying (1) the names, offices held
and true signatures of officers of the Borrower authorized to sign this
Amendment, the Revolving Credit Notes and any other amendments to the
Security Documents, to which the Borrower is a party, and the notices and
other documents and certificates to be delivered pursuant to the Credit
Agreement as amended hereby, (2) the by-laws and certificate of incorporation
of the Borrower as in effect on the date of such certification, and (3) the
resolutions of the Board of Directors of the Borrower approving and
authorizing the increase in the Revolving Credit Commitment and the
execution, delivery and performance by the Borrower of this Amendment, the
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Revolving Credit Notes and any amendments to the Security Documents deemed
necessary by either Agent and the transactions contemplated hereunder.
(c) The Agent shall have received on behalf of the Lenders, an
opinion addressed to the Lenders of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ L.L.P., counsel for
the Borrower in form and substance satisfactory to the Agent. The Borrower
hereby directs its counsel referred to in this section to deliver to the
Lenders such opinion and authorizes the Lenders to rely thereon.
(d) Payment of all fees due as specified between the Borrower and the
Agent in an Agent's Letter and of all fees and expenses of or incurred by the
Agent and its counsel to the extent billed as of the effective date of this
Amendment and payable pursuant to this Amendment.
(e) The Borrower shall have taken such actions, and the Agent shall
have received such other documents, as the Agent may reasonably request.
SECTION 3. Representations and Warranties True; No Default or Event of
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Default. By its execution and delivery hereof, the Borrower represents and
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warrants that, as of the date hereof and after giving effect to this
Amendment, (a) the representations and warranties contained in the Credit
Agreement and the Holdings Guaranty 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 (in which
case such representations and warranties shall be or shall have been true and
correct on and as of such date)), and (b) no event has occurred and is
continuing which constitutes a Default or an Event of Default.
SECTION 4. Reference to the Credit Agreement. Upon the effectiveness
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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," "hereunder," "herein" or words of like import shall mean
and be a reference to the Credit Agreement as amended hereby.
SECTION 5. Ratification of Credit Agreement. Except as expressly
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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 6. Further Assurances. Each of the Borrower and the
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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
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Agent and the Lenders all and singular the rights granted or intended to be
granted hereby or hereunder.
SECTION 7. Costs and Expenses. Pursuant to Section 14.3 of the Credit
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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 8. Counterparts. This Amendment may be executed in one or
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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 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
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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.
SECTION 10. FINAL AGREEMENT. THE WRITTEN CREDIT AGREEMENT, AS AMENDED
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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.
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IN WITNESS WHEREOF, the parties hereof, by their offices duly
authorized have executed this Amendment as of the date first written above.
PURINA ▇▇▇▇▇, INC.,
as Borrower
By:---------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Individually and as Agent
By:---------------------------------------
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THE CIT GROUP/BUSINESS CREDIT, INC.
Individually and as Collateral Agent
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
ABN AMRO BANK, N.V.
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
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BANQUE PARIBAS
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
BANK OF SCOTLAND
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
THE BANK OF NOVA SCOTIA
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
FBS AG CREDIT, INC.
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
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▇▇▇▇▇▇ FINANCIAL, INC.
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
THE FIRST NATIONAL BANK OF
CHICAGO
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
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 NASSUA
BRANCHES
By:---------------------------------------
Name:-------------------------------------
Title:------------------------------------
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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:----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President and Chief
Financial Officer
CAROLINA AGRI-PRODUCTS, INC.
By:----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
COASTAL AG-DEVELOPMENT, INC.
By:----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
PMI FEEDS, INC.
By:----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
PMI NUTRITION, INC.
By:----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
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PURINA LIVESTOCK MANAGEMENT SERVICES, INC.
By:----------------------------------------
August ▇. ▇▇▇▇▇▇▇▇
Treasurer
▇▇▇▇ GRAIN COMPANY, INC.
By:----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
EARTH CITY RESOURCES, INC.
By:----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
GOLDEN SUN FEEDS, INC.
By:----------------------------------------
August ▇. ▇▇▇▇▇▇▇▇
Vice President
GOLDEN SUN FINANCE, INC.
By:----------------------------------------
August ▇. ▇▇▇▇▇▇▇▇
Vice President
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SCHEDULE 1.1
LENDERS SCHEDULE AS OF JUNE 28, 1996
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REMAINING REVOLVING
DOMESTIC LENDING EURODOLLAR TERM LOAN CREDIT TOTAL
LENDER OFFICE LENDING OFFICE COMMITMENT COMMITMENT COMMITMENT
------
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(a) Texas Commerce Bank National ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ $0 $7,712,765.94 $7,712,765.94
Association ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(b) The CIT Group/Business Credit, Inc. Two Lincoln Centre, Two Lincoln Centre, $0 $6,914,893.62 $6,914,893.62
▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(c) ABN AMRO Bank N.V., Houston Agency Three Riverway, Three Riverway, $0 $6,914,893.62 $6,914,893.62
▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(d) Banque Paribas, Houston Agency ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ $0 $6,914,893.62 $6,914,893.62
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(e) Bank of Scotland, New York Branch ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $0 $6,914,893.62 $6,914,893.62
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
(f) The Bank of Nova Scotia ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ $0 $4,148,936.17 $4,148,936.17
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(g) FBS AG Credit, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $0 $4,148,936.17 $4,148,936.17
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(h) General Electric Capital Corporation ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Seven $0 $4,148,936.17 $4,148,936.17
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(i) ▇▇▇▇▇▇ Financial, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. $0 $4,148,936.17 $4,148,936.17
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(j) The First National Bank of Chicago One First National One First National $0 $3,457,446.81 $3,457,446.81
▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇-▇▇ Mail Suite 0088, I-14
Chicago, IL 60670 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(k) The Long-Term Credit Bank ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, $0 $2,659,574.47 $2,659,574.47
of Japan, Ltd., New York Branch ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(l) Mercantile Bank of St. Louis ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $0 $3,457,446.81 $3,457,446.81
National Association ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(m) National Westminster Bank, Plc New York Branch Nassau Branch $0 $3,457,446.81 $3,457,446.81
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------------------------------------------------------------------------------------------------
TOTAL $0 $65,000,000.00 $65,000,000.00
===============================================================================================================================
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