EXHIBIT B-4(i)(9)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY
c/o Prudential Capital Group
One Gateway Center, 11th Floor
Newark, New Jersey 07102
June 7, 1999
GOLD KIST INC.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia 30346
Attention: Mr. Steven O. West,
Treasurer
Ladies and Gentlemen:
Reference is made to each of the following agreements:
(i) that certain Note Purchase and Private Shelf
Agreement (the "Shelf Agreement") dated as of February
11, 1997 between Gold Kist, Inc. (the "Company") and The
Prudential Insurance Company of America ("Prudential"),
as previously amended;
(ii) those certain Note Agreements dated as of
November 4, 1988 (the "1988 Agreements"), between the
Company and Prudential, and the Company and Pruco Life
Insurance Company ("Pruco"), as previously amended; and
(iii) that certain Note Agreement dated as of
June 3, 1991, between the Company and Prudential, as
previously amended. All of the foregoing agreements
being hereinafter referred to collectively as the "Note
Agreements". Pursuant to paragraph 11C of each of the
Note Agreements:
1. Amendments.
Pursuant to paragraph 11C of each of the Note Agreements,
the Company, Prudential and Pruco hereby agree that each of
the Note Agreements shall be amended as follows:
1.1. Paragraph 5A(1). Paragraph 5A(1) of each of the
Note Agreements is hereby amended by (i) deleting the
word "and" at the end of subparagraph (vi), and (ii)
deleting subparagraph (vii) and replacing it with the
following:
"(vii) immediately upon the effective date
of any amendment or modification of the Bank
Agreement, any such amendment or modification; and
(viii) with reasonable promptness, such
other financial data as a Significant Holder may
reasonably."
1.2. Paragraph 6D. Paragraph 6D of each of the Note
Agreements is hereby amended by (i) deleting the
reference in subparagraph (q) to "$4,000,000" and
substituting "$6,000,000" therefor, (ii) deleting the
word "and" at the end of subparagraph (t), (iii) deleting
the period at the end of subparagraph (u) and replacing
it with "; and," and (iv) adding the following
subparagraph at the end of paragraph 6D:
"(v) the purchase of the SSC Securities."
1.3. Paragraph 6I. Paragraph 6I of each of the Note
Agreements is hereby amended in its entirety to read as
follows:
"6I. Hedging Contracts. The Company shall
not, and shall not permit any Subsidiary to, enter
into any Hedging Contract except: (a) bona fide
hedging transactions in commodities that represent
production inputs or products to be marketed, or in
commodities needed in operations to meet
manufacturing or market demands, provided that (i)
long positions and/or options sold on corn and wheat
shall in no event cover more than six months of the
Company's anticipated requirements for feed
ingredients, (ii) long positions and/or options sold
on soybean meal shall in no event cover more than
six months of the Company's anticipated requirements
for feed ingredients, (iii) short positions on corn
shall not exceed 2,000,000 bushels, and shall at all
times relate to corn owned or contracted for
purchase, and (iv) all short positions on cotton
owned or expected to be purchased by the Company
must be reasonably related to the expected sale
dates of such cotton and to the amounts of such
cotton expected to be sold; and (b) foreign exchange
contracts, currency swap agreements, interest rate
exchange agreements, interest rate cap agreements,
interest rate collar agreements, and other similar
agreements and arrangements which are reasonably
related to existing indebtedness or to monies to be
received or paid in foreign currencies."
1.4. Paragraph 6K. Paragraph 6K of the Note Agreements
is hereby amended in its entirety to read as follows:
"6K. Capital Expenditures. The Company
and its Subsidiaries shall not, on a consolidated
basis, directly or indirectly, make Capital
Expenditures in the aggregate in 1998 exceeding
$84,000,000, and for any rolling period of eight
consecutive fiscal quarters thereafter exceeding
$90,000,000."
1.5. Paragraph 10 of each of the Note Agreements shall be
amended as follows:
(a) The definition of "Funded Debt" is hereby amended by
(i) deleting the word "and" at the end of item (e) and
(ii) deleting item (e) and replacing it with the
following:
"(e) obligations outstanding under the 364-
Day Loans and under any other credit facility with a
maturity of less than one year, to the extent that
such obligations exceed eighty percent (80%) of the
Borrower's inventory balance as of the date of such
calculation; and
(f) Letter of Credit Obligations"; and
(b) Adding the following definitions:
"'Letter of Credit' shall mean a
commercial stand-by letter of credit issued pursuant
to the Bank Agreement in the face amount of
$100,000,000.";
"`Letter of Credit Obligations' shall
mean, at any particular time, the sum of (a) any
reimbursement obligations with respect to the Letter
of Credit at such time and (b) the aggregate maximum
amount available for drawing under the Letter of
Credit at such time."; and
"'SSC Securities' means the $40,000,000
Series B Cumulative Redeemable Preferred Stock and
the $60,000,000 Series B Capital Securities issued
by Southern States Cooperative or Southern States
Capital Trust, respectively, and purchased by the
Company pursuant to the Commitment Letter between
the Company and Southern States Cooperative dated as
of October 13, 1998."
2. The amendments set forth herein shall become effective as
of the date hereof upon the full execution and delivery to the
Purchasers of this letter by the Company.
3. This amendment shall not be deemed to amend, modify or
waive any other provision of the Note Agreements and shall not
serve as an amendment, modification or waiver of any other
terms and conditions of the Note Agreements. All of the terms
and conditions of the Note Agreements shall remain in full
force and effect, except as and to the extent amended above.
If the foregoing accurately sets forth our understanding,
please sign each copy of this letter enclosed and return one
to Prudential, whereupon this letter shall be a binding
agreement between Prudential, Pruco and the Company, with
respect to the 1988 Agreements and Prudential and the Company,
with respect to all of the other Note Agreements.
Very truly yours,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:/s/ Robert R. Derrick
Name: Robert R. Derrick
Title: Vice President
PRUCO LIFE INSURANCE
COMPANY
By:/s/ Robert R. Derrick
Name: Robert R. Derrick
Title: Vice President
Agreed and accepted
this 22 day of June, 1999
GOLD KIST, INC
By:/s/ Stephen O. West
Name: Stephen O. West
Title: Chief Financial Officer and Treasurer
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