Exhibit 10.3
EXECUTION COPY
SECOND AMENDMENT dated as of February 15,
2002 (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 JPMORGAN CHASE BANK (formerly known as 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(1).
(a) Section 1.01 of the Credit Agreement is hereby amended by:
(i) deleting "and (ii) Foreign Subsidiaries" in the definition
of "Subsidiary Loan Party" and substituting therefor ", (ii) Foreign
Subsidiaries and (iii) Farmland Feed SPV."
(ii) deleting "previously" from clause (iii) of the definition
of "Securitization" and by inserting at
--------
(1) In the case of revisions to existing language, new provisions are
underlined to indicate changes, but such underlining is for illustrative
purposes only and shall not be considered part of the Amendment.
2
the end thereof ",including sales of receivables to third parties
pursuant to receivables purchase facilities."
(iii) deleting "a special purpose" from the definition of
"Securitization Vehicle" and substituting therefor "Farmland Feed SPV
and any other special purpose" and by inserting at the end thereof "or
sells receivables to third parties pursuant to a receivables purchase
facility."
(iv) inserting "in an entity or in a pool or pools of accounts
receivable or inventory" in the definition of "Third Party Securities"
immediately after the phrase "undivided ownership interests"
(v) adding the following definitions in
appropriate alphabetical order:
"'Farmland Feed SPV' means LOL Farmland Feed SPV, LLC, a
Delaware limited liability company."
"'Funded Receivables Sales' means, on any date, with respect
to sales of accounts receivable or inventory or of interests
in pools of accounts receivable or inventory by Securitization
Vehicles to third party purchasers ("Purchasers") pursuant to
any receivables purchase facilities, the aggregate amounts
theretofore paid to such Securitization Vehicles for purchases
of accounts receivable or inventory (or such interests
therein) less the aggregate amount of collections theretofore
distributed to such Purchasers on account of the principal
balance of such purchased receivables or inventory (or
interests therein) (exclusive of yield and fees), in each case
pursuant to such receivables purchase facilities; provided,
however, that Funded Receivables Sales shall not be deemed to
arise as a result of any sale of accounts receivable or
inventory or of interests in pools of accounts receivable or
inventory by a Securitization Vehicle to the extent that such
sale results in Indebtedness (including in respect of Third
Party Securities) of such Securitization Vehicle to such
Purchasers."
(b) Section 2.04(b) of the Credit Agreement is hereby amended
by deleting "$25,000,000" therein and substituting "$50,000,000" therefor.
3
(c) Section 6.01(a) of the Credit Agreement is hereby amended
by deleting "or Attributable Debt" in the first sentence therein and
substituting ", Attributable Debt or Funded Receivables Sales" therefor and by
deleting clause (x) therein and substituting the following therefor:
"(x) (i) Indebtedness and Funded Receivables Sales of
Restricted Subsidiaries that are Securitization Vehicles (including Indebtedness
in respect of Third Party Securities) in an aggregate amount not in excess of
$200,000,000 at any time outstanding minus the then outstanding principal amount
of Indebtedness under the CoBank Receivables Loan Agreement and (ii)
Indebtedness of the Borrower and Restricted Subsidiaries consisting solely of
Liens on their Sellers' Retained Interests in connection with Securitizations
permitted by Section 6.04 securing obligations in respect of Third Party
Securities in an aggregate amount not in excess of $200,000,000 at any time
outstanding minus the sum of (x) the then outstanding principal amount of
Indebtedness under the CoBank Receivables Loan Agreement and (y) the then
outstanding amount of Indebtedness and Funded Receivables Sales incurred in
reliance on clause (i) of this paragraph; and"
(d) Section 6.02(a) of the Credit Agreement is hereby amended
by deleting clause (viii) therein and substituting the following therefor:
"(viii) Liens on Sellers' Retained Interests incurred in
connection with Securitizations permitted by Section 6.01(a)
and 6.04 securing obligations in respect of Third Party
Securities permitted by Section 6.01(a)(x)(ii); provided,
however, that recourse to such Sellers' Retained Interests is
limited in a manner customary for similar securitization
transactions and the ratio of the amount of such Sellers'
Retained Interests to the amount of such Third Party
Securities is not significantly greater than the ratio of
sellers' retained interests to the financed portion of assets
in similar securitization transactions;"
(e) Section 6.03(b) of the Credit Agreement is hereby amended
by adding the following sentence at the end thereof:
"The Borrower will not permit any Securitization Vehicle to
engage in any business other than the acquisition, financing
and/or sale of accounts
4
receivable or inventory in connection with any Securitization
permitted hereby."
(f) Section 6.05 of the Credit Agreement is hereby amended by
deleting clause (e) therein and substituting the following therefor:
"(e) the sale to one or more Securitization Vehicles of
accounts receivable (including Account Assets) or inventory in
Securitizations and the sale by Securitization Vehicles of
accounts receivable to third parties in Securitizations,
provided that (i) each such Securitization is effected on
market terms, (ii) the aggregate amount (without duplication)
of Indebtedness, Third Party Securities and Funded Receivables
Sales in respect of all such Securitizations does not exceed
$200,000,000 at any time outstanding and (iii) an amount equal
to the Net Proceeds from each such Securitization is applied
to the mandatory repayment of Loans in accordance with
Sections 2.09(b) and (d);"
(g) Section 6.10 of the Credit Agreement is hereby amended by
deleting "and (vi)" therein and substituting ", (vi)" therefor and adding the
following immediately after clause (vi) therein:
"and (vii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating
to Securitizations that are permitted hereunder, provided that
such restrictions and conditions relate only to Securitization
Vehicles or to the receivables or inventory which are the
subject of a Securitization"
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
5
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 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.
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/ XXXXXX XXXXXXX
-----------------------------------
NAME: XXXXXX XXXXXXX
TITLE: SENIOR VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
JPMORGAN CHASE BANK,
INDIVIDUALLY AND AS ADMINISTRATIVE
AGENT,
BY /S/ XXXX X. XXXXXXX
-----------------------------------
NAME: XXXX X. XXXXXXX
TITLE: VICE PRESIDENT
BY FRANKLIN FLOATING RATE MASTER SERIES
/S/ XXXXXXX X'XXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXXXX X'XXXXXXX
TITLE: VICE PRESIDENT
BY FRANKLIN FLOATING RATE DAILY ACCESS FUND
/S/ XXXXXXX X'XXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXXXX X'XXXXXXX
TITLE: VICE PRESIDENT
BY FRANKLIN CLO I, LIMITED
/S/ XXXXXXX X'XXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXXXX X'XXXXXXX
TITLE: SENIOR VICE PRESIDENT
BY FRANKLIN CLO II, LIMITED
/S/ XXXXXXX X'XXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXXXX X'XXXXXXX
TITLE: SENIOR VICE PRESIDENT
BY XXXXX FARGO BANK, NATIONAL ASSOCIATION
/S/ XXXX X. XXXXXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXX X. XXXXXXXXXX
TITLE: ASSISTANT VICE PRESIDENT
/S/ XXXXX X. XXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXX X. XXXXXX
TITLE: VICE PRESIDENT
BY COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK INTERNATIONAL",
NEW YORK BRANCH
/S/ XXXXX X. XXXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXX X. XXXXXXXX
TITLE: VICE PRESIDENT
/S/ XXXXXX X.XXXXXX
-----------------------------------------
AS A LENDER
NAME: XXXXXX X. XXXXXX
TITLE: MANAGING DIRECTOR
BY FARM CREDIT BANK OF WICHITA
/S/ XXXX X. XXXXXXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXX X. XXXXXXXXXXX
TITLE: VICE PRESIDENT
BY CREDIT LYONNAIS
/S/ XXXXX X. XXXXX
-----------------------------------------
AS A LENDER
NAME: XXXXX X. XXXXX
TITLE: VICE PRESIDENT
BY SUNTRUST BANK
/S/ XXXX X. XXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXX X. XXXXXX
TITLE: DIRECTOR
BY STANWICH LOAN FUNDING LLC
/S/ XXX X. XXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXX X. XXXXXX
TITLE: ASSISTANT VICE PRESIDENT
BY U.S. BANK NATIONAL ASSOCIATION
/S/ XXXXXX X. XXXXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXXX X. XXXXXXXXX
TITLE: VICE PRESIDENT
BY COBANK, ACB
/S/ XXXXXXX XXXXXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXXXX XXXXXXXXXX
TITLE: VICE PRESIDENT
BY THE NORINCHUKIN BANK
/S/ TOSHIYUKI FUTAOKA ,
-----------------------------------------
AS A LENDER
NAME: TOSHIYUKI FUTAOKA
TITLE: JOINT GENERAL MANAGER
BY THE BANK OF NOVA SCOTIA
/S/ M.D. XXXXX ,
-----------------------------------------
AS A LENDER
NAME: M.D. XXXXX
TITLE: AGENT OPERATIONS
BY AGFIRST FARM CREDIT BANK
/S/ XXXXX X. XXXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXX X. XXXXXXX
TITLE: VICE PRESIDENT - CAPITAL MARKETS
BY AIB DEBT MANAGEMENT LTD
/S/ XXXXXXX X'XXXXXX ,
-----------------------------------------
AS A LENDER
NAME: XXXXXXX X'XXXXXX
TITLE: VICE PRESIDENT
