EXHIBIT 10.2(e)
April 19, 0000
Xxxxxxxx Xxxxxx Cooperative, Incorporated
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Vice President and Treasurer
Re: Consent
Dear Xx. Xxxxxx:
Reference is made to the Revolving Credit Agreement, dated as of January
12, 1999, among Southern States Cooperative, Incorporated, a Virginia
agricultural cooperative corporation (the "Company"), CoBank, ACB in its
individual capacity), as Bank and in its capacity as Administrative Agent (the
"Administrative Agent") and Documentation Agent, First Union National Bank, as
Bank and in its capacity as Syndication Agent, Bank of America, N.A., as Bank
and in its capacity as Syndication Agent, Nationsbanc Xxxxxxxxxx Securities LLC,
in its capacity as Lead Arranger, and Allfirst Bank, as Bank, Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch,
as Bank, Banque Nationale de Paris (Chicago Branch), as Bank, Crestar Bank, as
Bank and in its capacity as Co-Agent, DG Bank Deutsche Genossenschaftsbank AG
Cayman Islands Branch, as Bank, and Wachovia Bank, N.A., as Bank and in its
capacity as Co-Agent, as amended by that certain First Amendment to Revolving
Credit Agreement dated as of February 3, 1999, that certain Second Amendment to
Revolving Credit Agreement and Consent Agreement, dated as of December 22, 1999,
and that certain Third Amendment to Revolving Credit Agreement, dated as of
January 31, 2000 (as so amended, the "Credit Agreement"). Capitalized terms
used and not otherwise defined herein have the meanings ascribed to them in the
Credit Agreement.
In October, 1999, the Company purchased a cotton gin and related assets for
approximately $4,000,000. These assets were originally intended to have been
purchased by Silver Lake Growers Gin, LLC, an entity intended to be 75% owned by
approximately 70 local cotton farmers, with the Company and F&W Agriservices
each maintaining a 12.5% equity interest. That transaction was delayed due to
substantial damage to the 1999 cotton crop caused by two hurricanes in 1999. To
date approximately 42% of the equity of Silver Lake Growers Gin, LLC has been
purchased by local cotton farmers, and the Company has received indications of
interest from others. The Company now desires to sell the cotton gin and
related assets to the Silver Lake Growers Gin, LLC in return for consideration
equal to approximately $4,000,000, to be paid part in cash and part in equity
interests in the LLC. Immediately after this transaction, the Company will hold
approximately 40%, and F&W Agriservices will own approximately 18%, of the
equity of Silver Lake Growers Gin, LLC. If possible, the Company will later
sell some of its equity interests in the Silver Lake Growers Gin, LLC to
additional local cotton farmers. Because the LLC is an "Affiliate" of Southern
States pursuant to the terms of the Credit Agreement, the consent of Requisite
Banks and the Administrative Agent pursuant to Section 6.06 of the Credit
Agreement is required for the Company to complete this transaction.
Southern States Cooperative, Incorporated
April 19, 2000
Page 2
The Administrative Agent and each of the Banks signatory hereto,
constituting Requisite Banks, hereby consent to sale by the Company of a cotton
gin and related assets to the Silver Lake Growers Gin, LLC as described in the
preceding paragraph; provided, however, that the Company's resulting equity
ownership of the LLC is in compliance with clause (xi) of the term "Permitted
Investments" under the Credit Agreement. The consent in the immediately
preceding sentence applies solely to the Potential Default and Event of Default
that otherwise would result from the transaction. Without limiting the
foregoing sentence, the Administrative Agent and each of the Banks expressly
reserves any and all rights it may have under the Credit Agreement or any other
Loan Documents arising out of or in connection with any Potential Default or
Event of Default thereunder and not specifically waived herein.
Except as expressly modified by this consent agreement, the terms and
provisions of the Credit Agreement, are hereby ratified and confirmed and shall
continue in full force and effect. Without limiting any conditions to
effectiveness set forth above, the consent provided herein is to be effective
only upon receipt by the Administrative Agent of an execution counterpart of
this consent agreement signed by the Requisite Banks and the Company. This
consent agreement shall be governed by, construed and enforced in accordance
with the laws of the Commonwealth of Virginia, without reference to the
conflicts or choice of law principles thereof.
Southern States Cooperative, Incorporated
April 19, 2000
Page 3
Please evidence your acknowledgment of and agreement to the foregoing by
executing this letter below in the place indicated.
Sincerely,
COBANK, ACB, as Administrative Agent
and Bank
By: /s/ Xxxx X. X'Xxxxxxxx
-------------------------
Title: Vice President
----------------------
Accepted and agreed to as of
the date first written above:
FIRST UNION NATIONAL BANK,
as Bank
By: /s/ Xxxxxx XxXxxxxxxx
------------------------------
Title: Vice President
---------------------------
BANK OF AMERICA, N.A. (successor by merger
to NationsBank, N.A.), as Bank
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: Principal
---------------------------
ALLFIRST BANK (formerly known as FMB Bank),
as Bank
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Title: VP
------------------------------
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH, as Bank
By: /s/ Xxxxx Xxxxx
---------------------------------
Title: Executive Director
------------------------------
By: /s/ Xxxxxx
---------------------------------
Title: Executive Director
------------------------------
BANQUE NATIONALE de PARIS
(CHICAGO BRANCH), as Bank
By: /s/
----------------------------------
Title: Executive Vice President & General Manager
---------------------------------------------
CRESTAR BANK,
as Bank
By: /s/ X. Xxxx Key
----------------------------------
Title: Vice President
-------------------------------
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
AG CAYMAN ISLANDS BRANCH, as Bank
By: /s/ X. X. Xxxxxx
----------------------------------
Title: S.V.P.
-------------------------------
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Title: Vice President
-------------------------------
WACHOVIA BANK, N.A.,
as Bank
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Title: Senior Vice President
--------------------------------
SOUTHERN STATES COOPERATIVE,
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President and Treasurer
--------------------------------
