First Amendment to Credit Agreement among Land O'Lakes, Inc., The Chase Manhattan Bank, and Lenders (November 6, 2001)

Summary

This amendment updates the terms of a credit agreement originally made between Land O'Lakes, Inc., several financial institutions as lenders, and The Chase Manhattan Bank as administrative agent. The amendment modifies definitions, adjusts repayment terms for certain notes, and clarifies permitted indebtedness. It confirms that all other terms of the original agreement remain in effect. The amendment becomes effective once signed by the required parties, and Land O'Lakes agrees to cover certain administrative expenses. The agreement is governed by New York law.

EX-4.2 81 c66485ex4-2.txt 1ST AMENDMENT TO CREDIT AGREEMENT Exhibit 4.2 FIRST AMENDMENT dated as of November 6, 2001 (this "Amendment"), to the 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 2 $400,000,000 and the Indebtedness represented thereby." (b) Section 2.09(b) of the Credit Agreement is amended by deleting clause (ii) of the last proviso therein and replacing such clause with "(ii) any Net Proceeds in excess of $250,000,000 from the issuance of the Senior Notes will be applied (A) first, to the repayment of borrowings under the Related Credit Facility until a cumulative aggregate of $100,000,000 of such borrowings (or if less, all outstanding borrowings) have been paid and (B) thereafter, to the prepayment of Term Loans as set forth above." (c) 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), without regard to whether or not such issuance constitutes a Prepayment Event." 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. 3 (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 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 & Moore, 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. 1 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/ PETER SIMONSE ------------------- NAME: PETER SIMONSE TITLE: TREASURER THE CHASE MANHATTAN BANK, INDIVIDUALLY AND AS ADMINISTRATIVE AGENT, BY /S/ ROBERT ANASTASIO ---------------------- NAME: ROBERT ANASTASIO TITLE: VICE PRESIDENT BY COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH /S/ DAVID L. STREETER , --------------------------------------- AS A LENDER NAME: DAVID L. STREETER TITLE: VICE PRESIDENT /S/ IAN REECE , --------------------------------------- AS A LENDER NAME: IAN REECE TITLE: MANAGING DIRECTOR BY BANK OF COMMUNICATIONS, NEW YORK BRANCH /S/ OING SHAN ZHAI , --------------------------------------- AS A LENDER NAME: OING SHAN ZHAI TITLE: DEPUTY GENERAL MANAGER BY U.S. BANK NATIONAL ASSOCIATION /S/ CURTIS A. SCHRIEBER , --------------------------------------- AS A LENDER NAME: CURTIS A. SCHRIEBER TITLE: VICE PRESIDENT BY ING (US) CAPITAL LLC /S/ BILL REDMOND , --------------------------------------- AS A LENDER NAME: BILL REDMOND TITLE: DIRECTOR BY LAGUNA FUNDING TRUST /S/ ANN E. MORRIS , --------------------------------------- AS A LENDER NAME: ANN E. MORRIS TITLE: AUTHORIZED AGENT BY OPPENHEINER SENIOR FLOATING RATE FUND /S/ LISA CHAFFEE , --------------------------------------- AS A LENDER NAME: LISA CHAFFEE TITLE: MANAGER BY PRINCIPAL LIFE INSURANCE COMPANY PRINCIPAL CAPITAL MANAGEMNT, LLC, A DELAWARE LIMITED LIABILITY COMPANY, ITS AUTHORIZED SIGNATORY /S/ JOHN HEINY , --------------------------------------- AS A LENDER NAME: JOHN HEINY TITLE: VICE PRESIDENT /S/ DEBRA SVOBODA, ESQ --------------------------------------- NAME: DEBRA SVOBODA, ESQ TITLE: VICE PRESIDENT BY PROTECTIVE LIFE INSURANCE COMPANY /S/ DIANE S. GRISWOLD , --------------------------------------- AS A LENDER NAME: DIANE S. GRISWOLD TITLE: ASSISTANT VICE PRESIDENT INVESTMENTS BY FRANKLIN FLOATING RATE TRUST /S/ CHANCEY LUFKIN , -------------------------------------------- AS A LENDER NAME: CHANCEY LUFKIN TITLE: VICE PRESIDENT BY FRANKLIN FLOATING RATE MASTER SERIES /S/ CHANCEY LUFKIN , -------------------------------------------- AS A LENDER NAME: CHANCEY LUFKIN TITLE: VICE PRESIDENT BY FRANKLIN CLO I, LIMITED /S/ CHANCEY LUFKIN , -------------------------------------------- AS A LENDER NAME: CHANCEY LUFKIN TITLE: VICE PRESIDENT BY FRANKLIN CLO II, LIMITED /S/ CHANCEY LUFKIN , -------------------------------------------- AS A LENDER NAME: CHANCEY LUFKIN TITLE: VICE PRESIDENT BY FRANKLIN FLOATING RATE DAILY ACCESS FUND /S/ CHANCEY LUFKIN , -------------------------------------------- AS A LENDER NAME: CHANCEY LUFKIN TITLE: VICE PRESIDENT BY ARCHIMEDES FUNDING III, LTD. BY: ING CAPITAL ADVISORS, LLC AS INVESTMENT MANAGER /S/ GORDON R. COOK , ------------------------------------------ AS A LENDER NAME: GORDON R. COOK TITLE: VICE PRESIDENT BY SEQUILS-ING I (HBDGM), LTD. BY: ING CAPITAL ADVISORS, LLC AS INVESTMENT MANAGER /S/ GORDON R. COOK , ------------------------------------------ AS A LENDER NAME: GORDON R. COOK TITLE: VICE PRESIDENT BY ORYX CLO, LTD. BY: ING CAPITAL ADVISORS, LLC AS INVESTMENT MANAGER /S/ GORDON R. COOK , ------------------------------------------ AS A LENDER NAME: GORDON R. COOK TITLE: VICE PRESIDENT BY APEX (IDM) CDO I, LTD. /S/ ROSHAN WHITE , ------------------------------------------ AS A LENDER NAME: ROSHAN WHITE TITLE: VICE PRESIDENT BY ELC (CAYMAN) LTD. 1999-II /S/ ROSHAN WHITE , ------------------------------------------ AS A LENDER NAME: ROSHAN WHITE TITLE: VICE PRESIDENT BY VAN KAMPEN SENIOR FLOATING RATE FUND BY: VAN CAMPEN INVESTMENT ADVISORY CORP /S/ DARVIN D. PIERCE , ------------------------------------------------ AS A LENDER NAME: DARVIN D. PIERCE TITLE: EXECUTIVE DIRECTOR BY VAN KAMPEN PRIME RATE INCOME TRUST BY: VAN CAMPEN INVESTMENT ADVISORY CORP /S/ DARVIN D. PIERCE , ------------------------------------------------ AS A LENDER NAME: DARVIN D. PIERCE TITLE: EXECUTIVE DIRECTOR BY ALADDIN CAPITAL /S/ THOMAS EGGENSCHWEILER , ------------------------------------------------ AS A LENDER NAME: THOMAS EGGENSCHWEILER TITLE: VICE PRESIDENT