EXHIBIT B-4(i)(10)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, NY 10036
January 21, 2000
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 dated as of February 11, 1997 between Gold
Kist, Inc. (the "Company") and The Prudential Insurance
Company of America ("Prudential"), as previously amended;
and
(ii) that certain Note Agreement dated as of June 3,
1991, between the Company and Prudential, as previously
amended. Both 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 and Prudential hereby agree that each of the Note
Agreements shall be amended as follows:
1.1. Paragraph 6A(b). Paragraph 6A(b) of each of the
Note Agreements is hereby amended in its entirety to read
as follows:
"(b) Minimum Consolidated Tangible Net Worth. The
Company's Consolidated Tangible Net Worth (less any
amount shown as "unrealized gain on marketable equity
securities" on the Company's financial statements
delivered pursuant to paragraph 5A) will (i) at no time
prior to June 30, 1998 be less than $225,000,000, (ii) at
no time after June 30, 1998 and prior to September 30,
1999 be less than $225,000,000 plus the sum of (X) 75% of
the cumulative Reported Net Income of the Company and its
Consolidated Subsidiaries during the period commencing on
July 1, 1998 (taken as one accounting period), calculated
quarterly at the end of each Fiscal Quarter, and (Y) 100%
of the cumulative Net Proceeds of Capital Stock received
during any period after the Closing Date, but excluding
from such calculations of Reported Net Income for
purposes of this clause any Fiscal Quarter in which the
Reported Net Income of the Company and its Consolidated
Subsidiaries is negative and (iii) thereafter, at no time
be less than $255,000,000 plus the sum of (X) 50% of the
cumulative Reported Net Income of the Company and its
Consolidated Subsidiaries during the period commencing on
January 1, 2000 (taken as one accounting period),
calculated quarterly at the end of each Fiscal Quarter,
and (Y) 100% of the cumulative Net Proceeds of Capital
Stock received (excluding unrealized gains, if any, on
publicly traded equity securities) during any period
after the Closing Date, but excluding from such
calculations of Reported Net Income for purposes of this
clause any Fiscal Quarter in which the Reported Net
Income of the Company and its Consolidated Subsidiaries
is negative.
1.2 Paragraph 6A(d). Paragraph 6A(d) of each of the Note
Agreements is hereby amended in its entirety to read as
follows.
(d) Fixed Charge Coverage. The Company shall not
permit the ratio of (i) EBIT plus Consolidated Lease
Expense, in each case for the period of four fiscal
quarters of the Company most recently ended at such time,
to (ii) Consolidated Interest Expense plus Consolidated
Lease Expense for such period, to be less than the ratio
set forth opposite the relevant fiscal quarter in the
following table:
Fiscal Quarter Ratio
June 30, 1999 through
September 30, 1999 1.50
December 31, 1999 1.45
March 31, 2000 1.35
In addition, commencing with the fiscal quarter ending
June 30, 2000, the Company shall not permit the ratio of
(i) EBIT plus Consolidated Lease Expense, in each case
for the period of eight fiscal quarters of the Company
most recently ended at such time, to (ii) Consolidated
Interest Expense plus Consolidated Lease Expense for such
period to be less than 1.75 to 1.00.
1.3 Paragraph 6A(e). Paragraph 6A(e) of each of the Note
Agreements is hereby amended in its entirety to read as
follows:
"(e) Senior Debt Coverage. The Company shall not
permit the ratio of (a) Consolidated Senior Funded Debt
to (b) EBITDA, for each fiscal quarter set forth below,
calculated for the fiscal quarter then ending and the
preceding three fiscal quarter, to be less than the ratio
set forth opposite the relevant fiscal quarter in the
following table:
Fiscal Quarter Ratio
September 30, 1998 through
March 31, 1999 3.00
June 30, 1999 through
September 31, 1999 2.75
December 31, 1999 through
June 30, 2000 3.50
September 30, 2000 and
Thereafter 3.00
For purposes of computing the ratio as of the end of
the fiscal quarter ending on September 30, 1998,
EBITDA for such quarter and for the preceding two
quarters shall be increased by $3,400,000.
1.4. Paragraph 6D. Paragraph 6D of each of the Note
Agreements is hereby amended by (i) deleting the
reference in subparagraph (q) to "$6,000,000" and
substituting "$8,000,000" therefor, (ii) deleting the
word "and" at the end of subparagraph (u), (iii) deleting
the period at the end of subparagraph (v) and replacing
it with "; and," and (iii) adding the following
subparagraph at the end of paragraph 6D:
"(w) money market funds which invest only
in investments described in clauses (c) through (h)
above; any such money market funds which provide for
demand withdrawals being conclusively deemed to satisfy
any maturity requirement for investments set forth
herein; and
1.5. Paragraph 6K. Paragraph 6K of each 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 (i) in its fiscal year
ending June 30, 1998, exceeding $84,000,000, (ii) in
its fiscal year ending June 30, 1999, exceeding
$45,000,000 less the amount (if any) by which the
Company's fiscal year 1998 Capital Expenditures
exceeded $70,000,000, (iii) in its fiscal year
ending June 30, 2000, exceeding $75,000,000, (iv)
in its fiscal year ending June 30, 2001, exceeding
$45,000,000 plus the amount (if any) by which the
Company's fiscal year 2000 Capital Expenditures were
less than $75,000,000, (v) in its fiscal year ending
June 30, 2002, exceeding $45,000,000 plus the amount
(if any) by which the Company's fiscal year 2001
Capital Expenditures were less than the amount
permitted under (iv) above, and (vi) in any fiscal
year thereafter, exceeding $45,000,000 plus the
amount, (if any) , up to $15,000,000 by which the
Company's Capital Expenditures for the previous
fiscal year were less than the amount permitted
hereunder.
2. The amendments set forth herein shall become effective as
of December 24, 1999 upon the full execution and delivery
to the Prudential 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, and the Company, with respect to
the Note Agreements.
Very truly yours,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:/s/ Robert R. Derrick
Name: Robert R. Derrick
Title: Vice President
Agreed and accepted
this 28 day of January , 2000
GOLD KIST, INC
By: /s/ Stephen O. West
Name: Stephen O. West
Title: Chief Financial Officer and Treasurer
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