EXHIBIT B-10(h)(12)
ELEVENTH AMENDMENT TO
CREDIT AGREEMENT
This Eleventh Amendment to Credit Agreement (this
"Amendment"), dated as of July 26, 2000 is made and entered
into by and among GOLD KIST INC., a cooperative marketing
association organized and existing under the laws of the State
of Georgia (the "Borrower"), the various banks and other
lending institutions parties hereto (collectively, the
"Lenders" and individually, a "Lender"), and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH ("Rabobank") as Agent for the Lenders.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998, as amended by
the First Amendment dated September 30, 1998, as amended by
the Second Amendment dated October 13, 1998, as amended by the
Third Amendment dated December 3, 1998, as amended by the
Fourth Amendment dated as of April 30, 1999, as amended by
the Fifth Amendment dated as of November 29, 1999, as amended
by the Sixth Amendment dated as of December 21, 1999, as
amended by the Seventh Amendment dated as of March 20, 2000,
as amended by the Eighth Amendment dated as of June 22, 2000,
as amended by the Ninth Amendment dated as of June 23, 2000,
and as amended by the Tenth Amendment dated as of July 6, 2000
(the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Revolving
Credit Commitments of the Lenders be modified, that the
Maturity Date of the 364-Day Loan be extended, and that the
definition of Borrowing Base be amended;
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Section 1. Amendments. The terms of the Credit
Agreement are hereby amended as follows:
(a) The definition of "Borrowing Base" contained
in Section 1.1 of the Credit Agreement is amended by deleting
it in its entirety and substituting the following therefor:
"Borrowing Base" shall mean, as of the end
of any calendar month, an amount equal to the sum of :
(i) 80% of all Eligible Receivables as of such date of
determination; plus (ii) 55% of Eligible Inventory (other
than raw materials, corn and soybeans), as of such date
of determination; plus (iii) 50% of all raw materials
that is Eligible Inventory as of such date of
determination; plus (iv) 70% of all corn and soybeans
that is Eligible Inventory as of such date of
determination; plus (v) during any period that the
Lenders have a perfected, first priority security
interest in the ADM Shares, 80% of the Market Value of
ADM Shares as of such date of determination; plus (vi)
60% of the value of Borrower's Broilers, valued at the
lower of cost or market, less any amounts due growers in
respect of Borrower's Broilers; plus (vii) $0.50 for each
of the Borrower's Breeder Chickens.
(b) The definition of "Revolving Credit Commitment"
contained in Section 1.1 of the Credit Agreement is deleted in
its entirety and the following is substituted therefor:
"Revolving Credit Commitment" shall mean, at
any time for any Lender, the amount set forth opposite
such Lender's name below for the periods indicated below,
as the same may be increased or decreased from time to
time as a result of any reduction thereof pursuant to
Section 3.3 of this Agreement, any assignment thereof
pursuant to Section 10.5 of this Agreement or any
amendment thereof pursuant to Section 10.2 of this
Agreement:
Lender July 6 , 2000 September 7, 2000
through and
September 6, 2000 thereafter
Cooperatieve Centrale Raiffeisen- $40,000,000 $20,000,000
Boerenleenbank B.A., "Rabobank
Nederland", New York Branch
SunTrust Bank, Atlanta $18,000,000 $18,000,000
Wachovia Bank, N.A. $16,000,000 $16,000,000
CoBank, ACV $16,000,000 $16,000,000
Harris Trust and Savings Bank $10,000,000 $10,000,000
U.S. Bancorp Ag Credit, Inc. $10,000,000 $10,000,000
DG Bank Deutsche $10,000,000 $10,000,000
GenossenchaftsBank AG,
Cayman Islands Branch
TOTAL 120,000,000 $100,000,000
(c) The definition of "364-Day Loan Maturity Date"
contained in Section 1.1 of the Credit Agreement is deleted in
its entirety and the following is substituted therefor:
"364-Day Loan Maturity Date" shall mean
September 6, 2000, or such later date as may be provided
for by Section 3.4(b) of this Agreement."
Section 2. Conditions Precedent. This Eleventh
Amendment and the obligations of the Lenders evidenced
hereunder shall not be effective until the Administrative
Agent shall have received (a) a Certificate executed by the
Chief Executive Officer or Chief Financial Officer of the
Borrower stating that, to the best of his knowledge and based
upon an examination sufficient to enable him to make an
informed statement, (i) all of the representations and
warranties made or deemed to be made under the Credit
Agreement are materially true and correct as of the date of
this Eleventh Amendment to Credit Agreement, and (ii) no
Default or Event of Default exists
Section 3. Reference to and Effect on the Credit
Agreement and the Other Loan Documents.
(a) On and after the date hereof, each
reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import
referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement," "thereunder,"
"thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.
(b) Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified
and confirmed.
(c) The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.
Section 4. Miscellaneous.
(a) Section and Subsection Headings. Section
and Subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any
substantive effect.
(b) Governing Law. This Amendment and the
rights and obligations of the parties hereunder shall be
governed by, and shall be construed and enforced in accordance
with, the laws of the State of Georgia.
(c) Counterparts; Effectiveness. This
Amendment may be executed in any number of counterparts and by
different parties hereto and separate counterparts, each of
which when so executed and delivered shall be deemed an
original, but all such counterparts taken together shall
constitute but one and the same instrument; signature pages
may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment
shall become effective upon the execution of a counterpart
hereof by the Borrower and the Required Lenders and receipt by
the Borrower and the Administrative Agent of written or
telephonic notification of such execution and authorization or
delivery thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first above written.
GOLD KIST INC.
By: /s/ Stephen O. West
Name: Stephen O. West
Title: Chief Financial Officer and
Treasurer
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", NEW YORK BRANCH,
individually and as Agent
By: /s/ Richard J. Beard
Name: Richard J. Beard
Title: Vice President
By: /s/ Edward Peyser
Name: Edward Peyser
Title: Executive Director
SUNTRUST BANK,
f/k/a Suntrust Bank, Atlanta
By: /s/ Gregory L. Cannon
Name: Gregory L. Cannon
Title: Director
WACHOVIA BANK, N.A.
By: /s/ Thomas L. Gleason
Name: Thomas L. Gleason
Title: Senior Vice President
COBANK, ACB
By: /s/ Casey Garten
Name: Casey Garten
Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/ John R. Carley
Name: John R. Carley
Title: Vice President
U.S. BANCORP AG CREDIT, INC.
By: /s/ Harold Nelson
Name: Harold Nelson
Title: VP
By:
Name:
Title:
DG BANK DEUTSCHE
GENOSSENCHAFTSBANK AG,
CAYMAN ISLANDS BRANCH
By: /s/ J. W. Somers
Name: J. W. Somers
Title: S.V.P.
By: /s/ Kurt A. Morris
Name: Kurt A. Morris
Title: Vice President
[Final page of signatures]
[12789]
