Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 170 804K
Business-Combination Transaction
2: EX-1.1 Placement Agreement 26 97K
3: EX-2.1 Articles of Merger 6 33K
4: EX-3.1.A Certificate of Incorporation 17 70K
5: EX-3.1.B Certificate of Amendment 2 17K
14: EX-3.10 Restated By-Laws 20 80K
6: EX-3.2.A Certificate of Incorporation 2 19K
7: EX-3.2.B Certificate of Correction 1 16K
8: EX-3.4 Articles of Incorporation 3 20K
9: EX-3.5 Certificate of Incorporation 3 19K
10: EX-3.6 Amended and Restated By-Laws 22 88K
11: EX-3.7 Amended and Restated By-Laws 20 84K
12: EX-3.8 Restated By-Laws 23 94K
13: EX-3.9 Restated By-Laws 23 94K
15: EX-4.1.A Indenture 106 411K
16: EX-4.1.B Specimen Certificate 12 47K
17: EX-4.2 Registration Rights Agreement 21 82K
18: EX-4.3.A Credit Agreement 73 278K
19: EX-4.3.B First Amendment to Credit Agreement 15 59K
20: EX-4.3.C Second Amendment to Credit Agreement 8 41K
21: EX-4.3.D Third Amendment to Credit Agreement 5 28K
22: EX-4.3.E Fourth Amendment to Credit Agreement 27 102K
23: EX-4.3.F Fifth Amendment to Credit Agreement 13 55K
24: EX-4.3.G Guaranty Agreement 7 39K
25: EX-5.1 Opinion of Blackwell Sanders Peper Martin LLP 2 20K
26: EX-10.1 1999 Equity Incentive Plan 20 77K
36: EX-10.10 Stock Purchase Agreement 47 184K
37: EX-10.11 Market Hog Contract Grower Agreement 9 44K
27: EX-10.2 Long-Term Incentive Plan 9 32K
28: EX-10.3 Executive Level Severance Plan 13 54K
29: EX-10.4 Vice President Level Severance Plan 13 54K
30: EX-10.5 Special Executive Retirement Plan 16 69K
31: EX-10.6.A Premium Standard Farms Deferred Compensation Plan 17 71K
32: EX-10.6.B Amendment No.1 Psf Deferred Compensation Plan 2 17K
33: EX-10.7 Consulting Agreememt 8 36K
34: EX-10.8 Services Agreement 10 47K
35: EX-10.9 Consulting Agreement 4 22K
38: EX-12.1 Statement Re Computation of Ratio of Earnings 1 17K
39: EX-21.1 Subsidiaries 1 14K
40: EX-23.2 Consent of Arthur Andersen LLP 1 14K
41: EX-23.3 Consent of Kpmg LLP 1 14K
42: EX-25.1 Form T-1 29 98K
43: EX-25.2 Statement of Eligibility and Qualification on T-1 30 100K
44: EX-99.1 Form of Letter 2 22K
45: EX-99.2 Form of Letter of Transmittal 9 42K
46: EX-99.3 Form of Notice of Guaranteed Delivery 4 24K
47: EX-99.4 Form of Instructions 2 20K
48: EX-99.5 Form of Letter to Clients 2± 16K
49: EX-99.6 Guidelines 4± 23K
EX-4.3.D — Third Amendment to Credit Agreement
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EXHIBIT 4.3(d)
THIRD AMENDMENT TO CREDIT AGREEMENT
BETWEEN U.S. BANCORP AG CREDIT, INC.
AS AGENT FOR ITSELF AND CERTAIN OTHER LENDERS
AND
PREMIUM STANDARD FARMS, INC.
DATED AUGUST 27, 1997
This Third Amendment to Credit Agreement (this "AMENDMENT") is made
this 1st day of August, 2000 among PREMIUM STANDARD FARMS, INC., a Delaware
corporation ("PREMIUM"), CGC ASSET ACQUISITION CORP., a Delaware corporation
("ASSET SUB" and collectively with Premium, the "BORROWER"), the financial
institutions listed on the signature pages hereof (collectively the "LENDERS"
and individually a "LENDER") and U.S. BANCORP AG CREDIT, INC., a Colorado
corporation (the "AGENT"), in its capacity as Agent for the Lenders under the
Credit Agreement (hereinafter defined).
RECITALS
The Borrower's and the Lenders desire to amend the Credit Agreement
dated as of August 27, 1997 among Premium, the Agent and the Lenders (as the
same may be amended, replaced, restated and/or supplemented from time to time,
the "CREDIT AGREEMENT") by decreasing the amount of and extending the term of
the Revolving Loan Commitments. The amount of the Revolving Loan Commitments is
being decreased from $90,000,000 in the aggregate to $65,700,000 in the
aggregate to accommodate the departure of Caisse Nationale De Credit Agricole
and Heller Financial, Inc. from the Lender group. Borrower shall also be
required to pay the Restated Term Notes issued to Caisse Nationale De Credit
Agricole and Heller Financial, Inc. The term of the Revolving Loan Commitments
is being extended for 30 days in anticipation of the syndication of new credit
facilities under the Credit Agreement in the amount of $225,000,000 during the
month of August.
NOW THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in the Credit Agreement and this Amendment, and of any
loans or extensions of credit or other financial accommodations heretofore, now
or hereafter made to or for the benefit of Premium or Asset Sub by the Agent and
the Lenders, Premium, Asset Sub, the Agent and the Lenders agree as follows:
1. Definitions. Capitalized terms used and not defined in this
Amendment shall have the meanings given to such terms in the Credit Agreement.
2. Replaced Defined Terms. Section 1.1 of the Credit Agreement, Defined
Terms, is amended by eliminating the definitions of "A Revolving Loan
Commitment", "B Revolving Loan Commitment" and "Revolving Maturity Date", and
replacing them in full with the following definitions:
"A REVOLVING LOAN COMMITMENT" shall mean as to any Lender,
such Lender's Pro Rata Percentage of $43,800,000 as set forth opposite
such Lender's name under the heading "A Revolving Loan Commitments" on
Exhibit 1G, as such amount may be reduced or terminated from time to
time pursuant to Section 4.4 or 11.1, and "A REVOLVING LOAN
COMMITMENTS" shall mean collectively, the A Revolving Loan Commitments
for all the Lenders.
"B REVOLVING LOAN COMMITMENT" shall mean as to any Lender,
such Lender's Pro Rata Percentage of $21,900,000 as set forth opposite
such Lender's name under the heading "B Revolving Loan Commitments" on
Exhibit 1G, as such amount may be reduced or terminated from time to
time pursuant to Section 4.4 or 11.1, and "B REVOLVING LOAN
COMMITMENTS" shall mean collectively, the B Revolving Loan Commitments
for all the Lenders.
"REVOLVING MATURITY DATE" shall mean August 31, 2000 or the
earlier date of the termination in whole of the Commitments pursuant to
Section 4.4 or 11.1.
"TERM LOAN COMMITMENT" shall mean as to any Lender, such
Lender's Pro Rata Percentage of $21,900,000, as set forth opposite such
Lender's name under the heading "Term Loan Commitments" on Exhibit 1G,
as such amount may be reduced or terminated from time to time pursuant
to Section 4.4 or 11.1, less such Lender's Pro Rata Percentage of
principal payments received with respect to the Term Loan, and "Term
Loan Commitments" shall mean collectively, the Term Loan Commitments
for all the Lenders.
3. Extension of Note Maturity Dates. The Maturity Dates set forth in
the A Revolving Credit Notes and the B Revolving Credit Notes issued to the
Lenders and dated May 13, 1998 shall be extended from July 31, 2000 to August
31, 2000. The A Revolving Credit Notes and the B Revolving Credit Notes issued
to Caisse Nationale De Credit Agricole and Heller Financial, Inc. and dated May
13, 1998 shall be paid in full by Loans from the Lenders on the date of this
Amendment.
4. Payment of Certain Restated Term Notes. The Restated Term Notes
issued to Caisse Nationale De Credit Agricole and Heller Financial, Inc. and
dated May 13, 1998 shall be paid in full by Loans from the Lenders on the date
of this Amendment. Effective on the date of this Amendment and upon the payments
to them contemplated hereby, Caisse Nationale De Credit Agricole and Heller
Financial, Inc. shall not be Lenders under the Credit Agreement.
5. Section 13.18(a) of the Credit Agreement is amended to read in full
as follows:
(a) All notices and other communications provided for herein
shall be in writing (including telex, facsimile, or cable
communication) and shall be mailed, telexed, cabled or delivered
addressed as follows:
2
(i) If to the Agent at:
U.S. Bancorp Ag Credit, Inc.
950 Seventeenth Street, Suite 350
Denver, Colorado 80202
Attn: Scott S. Trauth, President
Facsimile: (303) 585-4732
with a copy to:
Michael D. Killin
Campbell Bohn Killin Brittan & Ray, LLC
270 St. Paul Street, Suite 200
Denver, Colorado 80206
Facsimile: (303) 322-5800
(ii) If to the Borrower at:
Premium Standard Farms, Inc.
CGC Asset Acquisition, Inc.
423 West 8th Street, Suite 200
Kansas City, Missouri 64105
Attn: Chief Financial Officer
with a copy to:
John Brungardt
Blackwell Sanders Peper Martin, LLP
2300 Main Street, Suite 1000
Kansas City, Missouri 64108
(iii) If to any of the Lenders other than the
Agent, at the address for such Lender set
forth on the applicable signature page of
this Agreement;
and, as to each party hereto, at such other address as shall be
designated by such party in a written notice to the other parties
hereto. All such notices and communications shall, when mailed,
telecopied, telexed, transmitted, or cabled, become effective when
deposited in the mail, confirmed by telex answerback, transmitted by
telecopier, or delivered to the cable company, respectively except that
notices and communications to the Agent shall not be effective until
actually received by the Agent.
6. Exhibit 1F to the Credit Agreement, the Lenders' Commitments, is
replaced with Exhibit 1G to this Amendment.
3
7. Representations and Warranties. To induce the Agent and the Lenders
to enter into this Amendment, the Borrower represents and warrants to the Agent
and the Lenders that each and every representation and warranty set forth in the
Credit Agreement is true and correct as of the date hereof, and shall be deemed
remade by the Borrower as of the date hereof.
8. Conditions to Advances; Documentation. The effectiveness of this
Amendment shall be conditioned upon the execution and/or delivery of this
Amendment by the Borrowers and the Lenders.
9. Incorporation of Credit Agreement. The parties agree that this
Amendment shall be an integral part of the Credit Agreement, that all of the
terms set forth therein are incorporated in this Amendment by reference, and
that all terms of this Amendment are incorporated therein as of the date of this
Amendment. All of the terms and conditions of the Credit Agreement which are not
modified in this Amendment shall remain in full force and effect. To the extent
the terms of this Amendment conflict with the terms of the Credit Agreement, the
terms of this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
PREMIUM STANDARD FARMS, INC.,
A DELAWARE CORPORATION
ATTEST:
BY:/s/ Dennis D. Rippe BY: /s/ Stephen Lightstone
--------------------------- -------------------------------
ITS: Vice President ITS: Executive Vice President
------------------------- ------------------------------
CGC ASSET ACQUISITION CORP.
A DELAWARE CORPORATION
BY: /s/ Stephen Lightstone
-------------------------------
ITS: Executive Vice President
-------------------------------
U.S. BANCORP AG CREDIT, INC., AS
AGENT AND AS A LENDER
950 17TH STREET, SUITE 350
DENVER, COLORADO 80202
BY: /s/ Dwayne Sharp
-------------------------------
ITS: Vice President
-------------------------------
4
FARM CREDIT SERVICES OF
WESTERN MISSOURI, PCA
BY: /s/
-------------------------------
ITS: Senior Vice President
-------------------------------
FIRSTAR BANK, N.A. (F/K/A MERCANTILE
BANK NATIONAL ASSOCIATION)
BY: /s/ Wayne C. Lewis
-------------------------------
ITS: Vice President
-------------------------------
HARRIS TRUST AND SAVINGS BANK
BY: /s/
-------------------------------
ITS: Vice President
-------------------------------
5
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 6/29/01 | | | | | | | None on these Dates |
| | 8/31/00 | | 2 |
| | 7/31/00 | | 2 |
| | 5/13/98 | | 2 |
| | 8/27/97 | | 1 |
| List all Filings |
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