EXHIBIT 11
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, JR. AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, NOT
INDIVIDUALLY BUT SOLELY AS CO-EXECUTORS OF THE ESTATE OF
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, DECEASED
FIFTH AMENDMENT TO CREDIT AGREEMENT
▇▇▇▇▇▇ Trust and Savings Bank
Chicago, Illinois
The Lenders from time to time parties hereto
SunTrust Bank (formerly known as
SunTrust Bank, Atlanta) Atlanta, Georgia
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
March 21, 2000, as amended (the "Credit Agreement"), among the undersigned, ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, JR. AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, not individually but solely
as co-executors of the estate of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Deceased (the
"Borrower"), you (the "Banks") and ▇▇▇▇▇▇ Trust and Savings Bank, as agent for
the Banks (the "Agent"). All defined terms used herein shall have the same
meaning as in the Credit Agreement unless otherwise defined herein.
The Borrower and the Banks wish to amend the Credit Agreement in the
manner and on the terms and conditions set forth herein.
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 The last sentence of Section 1.3(e) of the Credit Agreement shall
be amended to read as follows:
"The Borrower shall pay any additional interest payable pursuant to
this section for any calendar year no later than the last Business Day
of January following such calendar year, all without notice or demand
from the Bank, provided that any additional interest payable pursuant
to this section that is accrued and unpaid on January 1, 2006, shall be
due and payable on January 1, 2006, without notice or demand from the
Bank."
1.2. Section 7.2(d) of the Credit Agreement shall be amended to read as
follows:
"(d) No later than 5 days after the last day of each month, a
calculation in reasonable detail of the Loan to Value Ratio as of the
last day of such month, together with a written certificate of the
Borrower to the effect that the Borrower is in compliance with all of
the terms and conditions of this Agreement or, if the Borrower is not
in compliance with all of the terms and conditions of this Agreement,
describing in reasonable detail the non-compliance and specifying the
action, if any, taken by the Borrower to remedy the same, all certified
by the Borrower; and"
1.3. Section 7.4(f) of the Credit Agreement shall be amended to read as
follows:
"(f) At any time from and during the period that the Borrower
has provided to the Agent for the benefit of the Banks Cash Collateral
in an amount equal to the sum (the "Principal and Interest Cash
Collateral Requirement") of (i)the outstanding principal balance of the
Term Loans, plus (ii)the aggregate amount of the remaining interest
payments, including without limitation payments of additional interest
pursuant to Section 1.3(e) of this Agreement, on the Term Loans through
and including January 1, 2006, additional debt for borrowed money
without limitation."
1.4. The Credit Agreement shall be amended by adding the following
provision thereto as Section 7.13 of the Credit Agreement:
"Section 7.13. The Borrower shall at all times maintain cash
and cash equivalents (other than Cash Collateral) in an amount
sufficient to enable the Borrower to pay in full its obligations
(including without limitation taxes and professional fees and expenses)
when due."
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
2.1. The Borrower, the Agent and each of the Banks shall have executed
this Amendment.
2.2. The Borrower shall have delivered to the Agent an order from the
Chancery Court of the Second Judicial District of ▇▇▇▇▇ County, Mississippi
authorizing the distribution of up to 1,600,000 shares of the common stock of
▇▇▇▇▇▇▇▇▇ Farms, Inc. during the calendar year 2004.
3. REPRESENTATIONS AND WARRANTIES.
3.1. Each of the representations and warranties set forth in Section 5
of the Credit Agreement are true and correct.
3.2. The Borrower is in full compliance with all of the terms and
conditions of the Credit Agreement and, after giving effect to this Amendment,
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. The Borrower has heretofore executed and delivered to the Agent
that certain Security Agreement Re: Deposit Accounts and that certain Pledge
Agreement, each dated as of March 21, 2000, as supplemented and amended (the
"Security Documents") and the Borrower hereby agrees that the Security Documents
shall secure all of the Borrower's indebtedness, obligations and liabilities to
the Agent and the Banks under the Credit Agreement as amended by this Amendment,
that notwithstanding the execution and delivery of this Amendment, the Security
Documents shall be and remain in full force and effect and that any rights and
remedies of the Agent thereunder, obligations of the Borrower thereunder and any
liens or security interests created or provided for thereunder shall be and
remain in full force and effect and shall not be affected, impaired or
discharged thereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided for
by the Security Documents as to the indebtedness which would be secured thereby
prior to giving effect to this Amendment. In furtherance and not in limitation
of the foregoing, the Borrower hereby acknowledges and agrees that it has
established Premium Savers Account number [account number deleted for privacy
purposes] with ▇▇▇▇▇▇ Trust and Savings Bank and that such account, together
with all of the funds now or at any time hereafter on deposit therein, are
subject to the security interest granted by the Borrower to the Agent for the
benefit of the Banks pursuant to the Security Agreement.
4.2. Reference to this specific Amendment need not be made in any note,
document, letter, certificate, the Credit Agreement itself, the Notes, or any
communication issued or made pursuant to or with respect to the Credit Agreement
or the Notes, any reference to the Credit Agreement being sufficient to refer to
the Credit Agreement as amended hereby.
4.3. 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.
Upon acceptance hereof by the Agent and the Banks in the manner
hereinafter set forth, this Amendment shall be a contract between us for the
purposes hereinabove set forth.
Dated as of February 20, 2004.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, JR., AS
COEXECUTOR OF THE ESTATE OF ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, DECEASED,
AND NOT IN HIS INDIVIDUAL CAPACITY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, AS
COEXECUTOR OF THE ESTATE OF ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, DECEASED,
AND NOT IN HIS INDIVIDUAL CAPACITY
Accepted and agreed to as of the day and year last above written.
▇▇▇▇▇▇ TRUST AND
SAVINGS BANK
individually and as Agent
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its Vice President
SUNTRUST BANK
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its Managing Director
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