▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, JR. AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
NOT INDIVIDUALLY BUT SOLELY AS CO-EXECUTORS OF THE ESTATE OF
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, DECEASED
THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER
▇▇▇▇▇▇ 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 has requested that the Banks amend the Credit Agreement to
permit defeased tax-exempt municipal bonds to be pledged to the Agent as
Collateral for the Loans, to include such tax-exempt bonds in the calculation of
the Loan to Value Ratio and to waive certain requirements of Sections 7.2(a) and
7.10 of the Credit Agreement and to amend certain other provisions of the Credit
Agreement, and the Banks are willing to do so 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 3 hereof, the Credit Agreement shall be amended as follows:
1.1. The last sentence of Section 2.2 of the Credit Agreement shall be
amended to read as follows:
""Market Value" means, with respect to any Securities and any Escrowed
Municipal Bonds as of any day, to the extent quotations are available, the
closing sale price of the Securities or such Escrowed Municipal Bonds, as
the case may be, on the preceding Business Day as appearing on any
regularly published reporting or quotation service or, if there is no
closing sale price, any reasonable estimate used by the Borrower or the
Agent in accordance with sound banking practices; provided, however, that
any equity Securities having a closing sale price of less than $5 per share
or unit shall be deemed to have a Market Value of zero dollars ($0)."
1.2. Section 4 of the Credit Agreement shall be amended by adding the
following definition thereto in the appropriate alphabetical order:
" "Escrowed Municipal Bonds" means any municipal bond or note that (a) has
been defeased by the irrevocable deposit in trust for the benefit of the
holders thereof of direct full faith and credit obligations of the United
States of America in an amount sufficient to pay when due all principal of
and interest on such municipal bond or note in accordance with the trust
indenture or other document governing the terms of such bond or note, (b)
is traded on a nationally recognized securities exchange, and (c) has a
rating of not less than AAA by ▇▇▇▇▇'▇ Investor Services, Inc. and Aaa by
Standard & Poor's."
1.3. The definition of the term "Cash Collateral" contained in Section 4 of
the Credit Agreement shall be amended to read as follows:
""Cash Collateral" shall mean cash or cash equivalents (including without
limitation Escrowed Municipal Bonds) in which the Borrower has granted to
the Agent a first priority security interest as Collateral for the Term
Loans."
1.4. Section 5.8 of the Credit Agreement shall be amended by replacing the
figure "3,229,672" appearing therein with the figure "2,799,672".
1.5. Section 7.2(a) of the Credit Agreement shall be amended to read as
follows:
"(a) Intentionally omitted;".
2. WAIVER.
2.1. (a) The first paragraph of Section 7.10 of the Credit Agreement
permitted the Borrower to distribute shares of the common stock of ▇▇▇▇▇▇▇▇▇
Farms, Inc. upon the terms and conditions contained therein. One of those
conditions is that after giving effect to a proposed distribution the Borrower's
Net Worth is not less than $2,500,000 (the "Net Worth Requirement"). The
Borrower wishes to distribute up to 400,000 shares of the common stock of
▇▇▇▇▇▇▇▇▇ Farms, Inc. during calendar year 2002 and has requested that the Banks
waive the Net Worth Requirement. Upon satisfaction of the conditions precedent
set forth in Section 3 hereof, the Banks hereby waive the Net Worth Requirement
to the extent necessary to permit the Borrower to distribute up to 400,000
shares of the common stock of ▇▇▇▇▇▇▇▇▇ Farms, Inc. during calendar year 2002,
provided that all other terms and conditions specified in Section 7.10 of the
Credit Agreement are satisfied at the time of such distribution.
(b) Section 7.2(a) of the Credit Agreement requires that the Borrower
deliver its annual audited financial statements to the Banks by February 15 of
each year. The Borrower requests that the Banks waive, and upon satisfaction of
the conditions precedent set forth in Section 3 hereof the Banks hereby waive,
the requirements of Section 7.2(a) of the Credit Agreement for all years ending
prior to the date of this Amendment.
2.2. The waivers contained in Section 2.1 of this Amendment is limited to
matters set forth in that Section, and the Borrower agrees that it remains
obligated to comply with the terms of the Credit Agreement and the other Loan
Documents, and that the Banks shall not be obligated in the future to waive any
provision of the Credit Agreement or the other Loan Documents as a result of
having provided the waiver contained herein.
3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
3.1. The Borrower, the Agent and each of the Banks shall have executed this
Amendment.
4. REPRESENTATIONS AND WARRANTIES.
4.1. Each of the representations and warranties set forth in Section 5 of
the Credit Agreement are true and correct.
4.2. 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.
5. MISCELLANEOUS.
5.1. 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.
5.2. 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 May 13, 2002.
/s/▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Jr.
-------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, JR., AS CO-
EXECUTOR OF THE ESTATE OF ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, DECEASED, AND NOT IN HIS
INDIVIDUAL CAPACITY
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, AS CO-
EXECUTOR 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/▇▇▇▇ ▇▇▇▇▇▇▇▇
Its Vice President
SUNTRUST BANK
By /s/▇▇▇▇▇ ▇. Kentwood
Its: Vice-President
