Exhibit 10.02
FIRST AMENDMENT dated as of November 6, 2001
(this "Amendment"), to the Amended and Restated
Five-Year Credit Agreement, dated as October 11, 2001
(the "Credit Agreement"), among LAND O'LAKES, INC., a
cooperative corporation organized under the laws of
the State of Minnesota (the "Borrower"), the several
banks and other financial institutions and entities
from time to time parties thereto (the "Lenders"),
and THE CHASE MANHATTAN BANK, as administrative agent
(the "Administrative Agent") for the Lenders.
WHEREAS, pursuant to the Credit Agreement, the
Lenders have agreed to make certain loans to the Borrower;
and
WHEREAS the Borrower has requested that certain provisions of
the Credit Agreement be modified in the manner provided for in this Amendment,
and the Lenders are willing to agree to such modifications as provided for in
this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used and not defined
herein shall have the meanings given to them in the Credit Agreement, as amended
hereby.
2. Amendments to the Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by:
(i) adding the following definition in
alphabetical order:
"'Permitted Parent Company Indebtedness' means unsecured
senior or subordinated Indebtedness issued by the Borrower and
any unsecured Guarantees with respect to such Indebtedness
given by Restricted Subsidiaries."
(ii) deleting the definition of "Senior Notes" and
substituting the following therefor:
"'Senior Notes' means the unsecured Senior Notes to be issued
in November 2001 by the Borrower in the aggregate principal
amount of up to
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$400,000,000 and the Indebtedness represented thereby."
(b) Section 6.01(a) of the Credit Agreement is hereby amended
by:
(i) deleting Clause (iii) and substituting the following
therefor:
"(iii) the Senior Notes in an aggregate amount not in excess
of $400,000,000 at any time outstanding;"
(ii) Clause (x) is amended by deleting "and" at
the end thereof
(iii) Clause (xi) is amended by deleting
"outstanding." and replacing it with "outstanding;"
(iv) inserting at the end thereof the following:
"(xii) Permitted Parent Company Indebtedness; provided that
100% of the Net Proceeds from any such issuance are applied to
the prepayment of loans in accordance with Section 2.09(b)
under the Related Credit Facility, without regard to whether
or not such issuance constitutes a Prepayment Event (as
defined in the Related Credit Facility)."
3. No Other Amendments; Confirmation. Except as expressly
amended, waived, modified and supplemented hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.
4. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders as of the
date hereof:
(a) No Default or Event of Default has occurred
and is continuing.
(b) All representations and warranties of the Borrower
contained in the Credit Agreement (except with respect to
representations and warranties expressly made only as of an earlier
date) are true and correct in all material respects as of the date
hereof.
5. Effectiveness. This Amendment shall become effective when
the Administrative Agent shall have received
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counterparts hereof, duly executed and delivered by the
Borrower and the Required Lenders.
6. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Xxxxx, counsel for the Administrative Agent.
7. Governing Law; Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS
AMENDMENT TO BE DULY EXECUTED AND DELIVERED BY THEIR RESPECTIVE PROPER AND DULY
AUTHORIZED OFFICERS AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
LAND O'LAKES, INC.,
BY
/S/ XXXXX XXXXXXX
------------------------------------
NAME: XXXXX XXXXXXX
TITLE: TREASURER
THE CHASE MANHATTAN BANK,
INDIVIDUALLY AND AS ADMINISTRATIVE
AGENT,
BY
/S/ XXXXXX XXXXXXXXX
------------------------------------
NAME: XXXXXX XXXXXXXXX
TITLE: VICE PRESIDENT
BY FARM CREDIT BANK OF WICHITA
/S/ XXXX X. XXXXXXXXXXX ,
------------------------------------
AS A LENDER
NAME: XXXX X. XXXXXXXXXXX
TITLE: VICE PRESIDENT
BY THE NORINCHUKIN BANK, NY
/S/ XXXXXXX XXX ,
------------------------------------
AS A LENDER
NAME: XXXXXXX XXX
TITLE: GENERAL MANAGER
BY SUN TRUST BANK
/S/ XXXX X. XXXXXX ,
------------------------------------
AS A LENDER
NAME: XXXX X. XXXXXX
TITLE: DIRECTOR
BY XXXXX FARGO BANK, NATIONAL
ASSOCIATION
/S/ XXXX X. XXXXXXXXXX ,
------------------------------------
AS A LENDER
NAME: XXXX X. XXXXXXXXXX
TITLE: ASSISTANT VICE PRESIDENT
/S/ XXXX X. XXXXXXXX ,
------------------------------------
AS A LENDER
NAME: XXXX X. XXXXXXXX
TITLE: ASSISTANT VICE PRESIDENT
BY BNP PARIBAS
/S/ XXXXXXXXX X. XXXXXX ,
------------------------------------
AS A LENDER
NAME: XXXXXXXXX X. XXXXXX
TITLE: VICE PRESIDENT
