EX-10.1 EIGHTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1 3 g84692exv10w1.txt EX-10.1 EIGHTH AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.1 SANDERSON FARMS, INC. EIGHTH AMENDMENT TO CREDIT AGREEMENT Harris Trust and Savings Bank Chicago, Illinois SunTrust Bank Atlanta, Georgia Trustmark National Bank Jackson, Mississippi AmSouth Bank, Jackson, Mississippi Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of July 31, 1996, as amended (the "Credit Agreement") among the undersigned, Sanderson Farms, Inc., a Mississippi corporation (the "Company"), you (the "Banks") and Harris Trust and Savings Bank, as agent for the Banks (the "Agent"). All defined terms used herein shall have the same meaning as in the Credit Agreement unless otherwise defined herein. The Credit Agreement provides for a Revolving Credit to be made available to the Company through July 31, 2005. The Company now applies to the Banks to amend the Credit Agreement to extend the Termination Date thereof from July 31, 2005 to July 31, 2006, all in the manner and on the terms and conditions set forth herein. 1. Amendments. Upon satisfaction of all of the conditions precedent set forth in Section 2 hereof, the Credit Agreement shall be amended as follows: 1.1. The date "July 31, 2005" appearing in the last sentence of Section 1.1(a) of the Credit Agreement shall be replaced with the date "July 31, 2006", and the Revolving Credit Termination Date under the Credit Agreement shall be July 31, 2006. 2. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 2.1. The Company and each of the Banks shall have executed this Amendment. 2.2. Each Guarantor Subsidiary shall have executed the Guarantors' Acknowledgment attached hereto. 2.3. The Agent shall have received the favorable written opinion of counsel for the Company in the form of Exhibit A attached hereto. 2.4. The Agent shall have received a Certificate of the Treasurer of the Company and each of the Guarantor Subsidiaries with respect to (a) resolutions of their respective Board of Directors authorizing the transactions contemplated hereby, and (b) incumbency and signature of the President, Treasurer and Secretary of the Company and each Guarantor Subsidiary. 3. Representations and Warranties. 3.1. Each of the representations and warranties set forth in Section 5 of the Credit Agreement are true and correct. 3.2. The Company is in full compliance with all of the terms and conditions of the Credit Agreement and no Event of Default or Potential Default has occurred and is continuing thereunder or shall result after giving effect to this Amendment. 4. Miscellaneous. 4.1. Reference to this specific Amendment need not be made in any note, document, letter, certificate, the Credit Agreement itself, the Revolving Notes, or any communication issued or made pursuant to or with respect to the Credit Agreement or the Revolving Notes, any reference to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 4.2. This Amendment may be executed in any number of counterparts, and by the different parties on different counterparts, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of Illinois. 4.3. The Company hereby requests that Harris extend the Stated Expiration Date of its Letter of Credit Number SPL 34947 dated November 16, 1995 which Harris has issued for the Company's account to U.S. Bank Corporate Trust Services, as trustee (the "Trustee") under the Indenture of Trust dated as of November 1, 1995 between Robertson County Industrial Development Corporation and the Trustee to July 31, 2005. The Banks hereby consent and agree to such extension. -2- Upon acceptance hereof by the Agent and the Banks in the manner hereinafter set forth, this Amendment shall be a contract between us for the purposes hereinabove set forth. Dated as of August 1, 2003. SANDERSON FARMS, INC. By /s/D. Michael Cockrell Its Treasurer & CFO Accepted and agreed to as of the day and year last above written. HARRIS TRUST AND SAVINGS BANK individually and as Agent By /s/Curt J. Flammini Its Vice President SUNTRUST BANK By /s/Michael Lapresi Its Director TRUSTMARK NATIONAL BANK By /s/Billy Edward Its Vice President AMSOUTH BANK By /s/Stanley A. Herren Its Vice President -3- GUARANTORS' ACKNOWLEDGMENT The undersigned, each of which has executed and delivered to the Banks a Guaranty Agreement dated as of July 31, 1996 (the "Guaranty Agreement"), hereby acknowledges the amendment of the Credit Agreement as set forth above and agrees that all of the Company's indebtedness, obligations and liabilities to the Banks and the Agent under the Credit Agreement and the Notes as amended by the foregoing Amendment shall continue to be entitled to the benefits of said Guaranty Agreement. The undersigned further agree that the Acknowledgment or consent of the undersigned to any further amendments of the Credit Agreement shall not be required as a result of this Acknowledgment having been obtained, except to the extent, if any, required by the Guaranty Agreement. Dated as of August 1, 2003. SANDERSON FARMS, INC. (FOODS DIVISION) By /s/ D. Michael Cockrell Its Treasurer & CFO SANDERSON FARMS, INC. (PRODUCTION DIVISION) By /s/ D. Michael Cockrell Its Treasurer & CFO SANDERSON FARMS, INC. (PROCESSING DIVISION) By /s/ D. Michael Cockrell Its Treasurer & CFO -1- EXHIBIT A FORM OF OPINION OF COUNSEL -1-