EXHIBIT 10.1
▇▇▇▇▇▇▇▇▇ FARMS, INC.
EIGHTH AMENDMENT TO CREDIT AGREEMENT
▇▇▇▇▇▇ Trust and Savings Bank
Chicago, Illinois
SunTrust Bank
Atlanta, Georgia
Trustmark National Bank
Jackson, Mississippi
AmSouth Bank,
Jackson, Mississippi
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
July 31, 1996, as amended (the "Credit Agreement") among the undersigned,
▇▇▇▇▇▇▇▇▇ Farms, Inc., a Mississippi corporation (the "Company"), you (the
"Banks") and ▇▇▇▇▇▇ Trust and Savings Bank, as agent for the Banks (the
"Agent"). All defined terms used herein shall have the same meaning as in the
Credit Agreement unless otherwise defined herein.
The Credit Agreement provides for a Revolving Credit to be made
available to the Company through July 31, 2005. The Company now applies to the
Banks to amend the Credit Agreement to extend the Termination Date thereof from
July 31, 2005 to July 31, 2006, all in the manner and on the terms and
conditions set forth herein.
1. Amendments.
Upon satisfaction of all of the conditions precedent set forth in
Section 2 hereof, the Credit Agreement shall be amended as follows:
1.1. The date "July 31, 2005" appearing in the last sentence of Section
1.1(a) of the Credit Agreement shall be replaced with the date "July 31, 2006",
and the Revolving Credit Termination Date under the Credit Agreement shall be
July 31, 2006.
2. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
2.1. The Company and each of the Banks shall have executed this
Amendment.
2.2. Each Guarantor Subsidiary shall have executed the Guarantors'
Acknowledgment attached hereto.
2.3. The Agent shall have received the favorable written opinion of
counsel for the Company in the form of Exhibit A attached hereto.
2.4. The Agent shall have received a Certificate of the Treasurer of
the Company and each of the Guarantor Subsidiaries with respect to (a)
resolutions of their respective Board of Directors authorizing the transactions
contemplated hereby, and (b) incumbency and signature of the President,
Treasurer and Secretary of the Company and each Guarantor Subsidiary.
3. Representations and Warranties.
3.1. Each of the representations and warranties set forth in Section 5
of the Credit Agreement are true and correct.
3.2. The Company is in full compliance with all of the terms and
conditions of the Credit Agreement and no Event of Default or Potential Default
has occurred and is continuing thereunder or shall result after giving effect to
this Amendment.
4. Miscellaneous.
4.1. Reference to this specific Amendment need not be made in any note,
document, letter, certificate, the Credit Agreement itself, the Revolving Notes,
or any communication issued or made pursuant to or with respect to the Credit
Agreement or the Revolving Notes, any reference to the Credit Agreement being
sufficient to refer to the Credit Agreement as amended hereby.
4.2. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
4.3. The Company hereby requests that ▇▇▇▇▇▇ extend the Stated
Expiration Date of its Letter of Credit Number SPL 34947 dated November 16, 1995
which ▇▇▇▇▇▇ has issued for the Company's account to U.S. Bank Corporate Trust
Services, as trustee (the "Trustee") under the Indenture of Trust dated as of
November 1, 1995 between ▇▇▇▇▇▇▇▇▇ County Industrial Development Corporation and
the Trustee to July 31, 2005. The Banks hereby consent and agree to such
extension.
-2-
Upon acceptance hereof by the Agent and the Banks in the manner
hereinafter set forth, this Amendment shall be a contract between us for the
purposes hereinabove set forth.
Dated as of August 1, 2003.
▇▇▇▇▇▇▇▇▇ FARMS, INC.
By /s/D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its Treasurer & CFO
Accepted and agreed to as of the day and year last above written.
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
individually and as Agent
By /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its Vice President
SUNTRUST BANK
By /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its Director
TRUSTMARK NATIONAL BANK
By /s/▇▇▇▇▇ ▇▇▇▇▇▇
Its Vice President
AMSOUTH BANK
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Vice President
-3-
GUARANTORS' ACKNOWLEDGMENT
The undersigned, each of which has executed and delivered to the Banks
a Guaranty Agreement dated as of July 31, 1996 (the "Guaranty Agreement"),
hereby acknowledges the amendment of the Credit Agreement as set forth above and
agrees that all of the Company's indebtedness, obligations and liabilities to
the Banks and the Agent under the Credit Agreement and the Notes as amended by
the foregoing Amendment shall continue to be entitled to the benefits of said
Guaranty Agreement. The undersigned further agree that the Acknowledgment or
consent of the undersigned to any further amendments of the Credit Agreement
shall not be required as a result of this Acknowledgment having been obtained,
except to the extent, if any, required by the Guaranty Agreement.
Dated as of August 1, 2003.
▇▇▇▇▇▇▇▇▇ FARMS, INC. (FOODS DIVISION)
By /s/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its Treasurer & CFO
▇▇▇▇▇▇▇▇▇ FARMS, INC. (PRODUCTION DIVISION)
By /s/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its Treasurer & CFO
▇▇▇▇▇▇▇▇▇ FARMS, INC. (PROCESSING DIVISION)
By /s/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its Treasurer & CFO
-1-
EXHIBIT A
FORM OF OPINION OF COUNSEL
-1-