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8-K - FORM 8-K - SANDERSON FARMS INC | g25495e8vk.htm |
EXHIBIT 10
Sanderson Farms, Inc.
Second Amendment to Credit Agreement
This Second Amendment to Credit Agreement (herein, the Amendment) is entered into as of
December 13, 2010, among Sanderson Farms, Inc., a Mississippi corporation, the Banks party hereto,
and Bank of Montreal, as Agent for the Banks, (Agent).
Preliminary Statements
A. The Company, the Banks and the Agent are parties to a Credit Agreement dated as of May 1,
2008, as amended (the Credit Agreement). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.
B. The Company has requested that the Required Banks amend the Credit Agreement, and the
Required Banks are willing to do so on the terms and conditions set forth in this Amendment.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
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. Section 7.12(a) of the Credit Agreement shall be amended by deleting Section 7.12 (a) and
replacing it with the following:
(a) The Company will not, and will not permit any Subsidiary to, be obligated to spend
during any fiscal year for capital expenditures (as defined and classified in accordance
with generally accepted accounting principles consistently applied, including without
limitation any such capital expenditures in respect of Capitalized Leases but excluding any
acquisitions permitted by Section 7.14(d) which might constitute such a capital expenditure
and the capital expenditures permitted by clauses (b) and (c) below) in an aggregate amount
for the Company and its Subsidiaries in excess of (i) for the fiscal year ending October 31,
2008, $60,000,000, (ii) for the fiscal years ending October 31, 2009 and 2010, $35,000,000
and (iii) for the fiscal years ending October 31, 2011, 2012 and 2013, $55,000,000 plus
$7,500,000 (the Carryover Amount) permitted to be spent in the preceding fiscal year but
not actually spent therein (the Maximum Carryover Amount to the Next Fiscal Year). For
purposes of this Section, any capital expenditures made in any fiscal year shall be applied
first to the Carryover Amount, if any, available during such fiscal year.
1.2. Section 7.12 of the Credit Agreement shall be amended by adding the following paragraph
thereto as subsection (c) thereof:
(c) The Company will not, and will not permit any Subsidiary to, be obligated to spend
capital expenditures (as defined and classified in accordance with general accepted
accounting principles consistently applied) in connection with the construction of a poultry
processing complex in Rocky Mount, North Carolina, in excess of $115,000,000 during the term
of this Agreement.
1.3. Section 7.18 of the Credit Agreement shall be amended by adding the phrase and the
construction of a new poultry processing plant in Rocky Mount, North Carolina immediately before
the period at the end of that Section.
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 the Required Banks shall have executed this Amendment.
2.2. Each Guarantor Subsidiary shall have executed the Guarantors Acknowledgment attached
hereto.
3. | Representations and Warranties. |
3.1. Each of the representations and warranties set forth in Section 5 of
the Credit Agreement is 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.
-2-
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.
[signature pages to follow]
-3-
This Amendment is entered into as of the date and year first above written.
Sanderson Farms, Inc. | ||||
By /s/ Mike Cockrell | ||||
Its CFO and Treasurer |
Accepted and agreed to as of the date and year first above written.
Bank of Montreal | ||||
individually and as Agent | ||||
By /s/ Manuel J. Diaz | ||||
Its Vice President | ||||
BMO Harris Financing, Inc. (formerly known as BMO Capital Markets Financing, Inc.) | ||||
By /s/ Manuel J. Diaz | ||||
Its Vice President | ||||
U.S. Bank National Association | ||||
By /s/ Michael Ryno | ||||
Its Vice President | ||||
Regions Bank | ||||
By /s/ Chris Claybrook | ||||
Its SVP | ||||
ING Capital LLC | ||||
By /s/ Bill Redmond | ||||
Its Managing Director |
Signature Page
Sanderson Farms, Inc.
Second Amendment to Credit Agreement
Sanderson Farms, Inc.
Second Amendment to Credit Agreement
Trustmark National Bank | ||||
By /s/ Billy Edwards | ||||
Its First Vice President | ||||
Farm Credit Bank of Texas | ||||
By /s/ Alan Robinson | ||||
Its Vice President | ||||
AgFirst Farm Credit Bank | ||||
By /s/ J. Randy Musselwhite | ||||
Its Vice President | ||||
GreenStone Farm Credit Services, ACA | ||||
By /s/ Curt Flammini | ||||
Its Vice President | ||||
Farm Credit Services of America, PCA | ||||
By /s/ Robert Abbott | ||||
Its Vice President |
Signature Page
Sanderson Farms, Inc.
Second Amendment to Credit Agreement
Sanderson Farms, Inc.
Second Amendment to Credit Agreement
Guarantors acknowledgment
The undersigned, each of which has executed and delivered to the Banks a Guaranty Agreement
dated as of May 1, 2008 (the Guaranty Agreement), hereby acknowledges the amendment of the Credit
Agreement as set forth above and agrees that all of the Companys indebtedness, obligations and
liabilities to the Banks and the Agent under the Credit Agreement, as amended by the foregoing
Amendment, and the Notes is and 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 December 13, 2010.
Sanderson Farms, Inc. (Foods Division) | ||||
By /s/ Mike Cockrell | ||||
Its CFO and Treasurer | ||||
Sanderson Farms, Inc. (Production Division) | ||||
By /s/ Mike Cockrell | ||||
Its CFO and Treasurer | ||||
Sanderson Farms, Inc. (Processing Division) | ||||
By /s/ Mike Cockrell | ||||
Its CFO and Treasurer |