EXHIBIT ▇-▇▇(▇)(▇)
▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Cooperative, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
SUBJECT: Amendment to Commitment Letter ("Commitment Letter")
Dated October 13, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Cooperative, Inc. ("Southern States") and Gold ▇▇▇▇
Inc. ("Gold ▇▇▇▇")
Ladies and Gentlemen:
This letter shall serve to amend the above-referenced
Commitment Letter to revise the Purchase Date and for other
purposes. For purposes of this letter, the capitalized terms
used herein shall have the same definition as set forth in the
Commitment Letter, except as otherwise provided herein.
Specifically, the parties have agreed as follows:
1. The Commitment Letter and the Terms Sheet therefor shall
be amended by revising Section 1 of the Terms Sheet to provide
that the Purchase Date shall be extended from April 2, 1999 to
October 5, 1999.
2. The Commitment Letter and the Terms Sheet therefor shall
be amended by adding the following sentence at the end of
section 3 of the Terms Sheet: "The payment of the Purchase
Price by Gold ▇▇▇▇ for the Preferred Securities purchased
shall be made directly to NationsBank, N.A. as Administrative
Agent for the account of Southern States."
3. The letter of credit issued by Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. - "Rabobank Nederland", New
York Branch ("Rabobank") pursuant to section 4 of the Terms
Sheet is assignable and, with the consent of Rabobank,
Southern States rights thereunder shall be assigned to
NationsBank, N.A., as Administrative Agent, and payment
thereunder shall be made directly to NationsBank, N.A., as
Administrative Agent for the account of Southern States.
4. The parties agree that any costs incurred by Gold ▇▇▇▇ in
having the LOC amended or assigned for the purposes of this
agreement shall be borne by Southern States.
5. Except as expressly amended herein, the terms and
provisions of the Commitment Letter and Terms Sheet and
Annexes thereto shall remain unchanged and in full force and
effect.
If you are in agreement with the amendment of the Commitment
Letter as stated above, please signify by executing and
returning a copy of this letter to the undersigned.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
and Treasurer
SOW:pf
Enc.
[11559/Securities/Exhibit/Amend. Commitment Ltr]
Agreed to by Southern States Cooperative, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
