EXHIBIT 10.1



 





Exhibit 10.1




SECOND AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     This Second Amendment (this “Amendment”) is dated as of May 4, 2005 and amends that certain
Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified,
supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM
STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA,
INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY
INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy
International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of
Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if
the context so requires, any of them), the financial institutions party thereto on the date hereof
(collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a
national banking association (“U.S. Bank”), as a Lender and in its capacity as Agent for the
Lenders (in such capacity, the “Agent”).



RECITALS




     Capitalized terms used and not defined in this Amendment shall have the meanings given to such
terms in the Loan Agreement, as amended by this Amendment. Borrower has requested that the Line of
Credit Loan Commitments be increased from $175,000,000 to $200,000,000 for six months and U.S. Bank
has agreed to increase its Line of Credit Loan Commitment from $45,000,000 to $70,000,000 for six
months to cover this requested increase. In accordance with Sections 10.31(b) and (c) of
the Loan Agreement, this Amendment will be effective by execution and delivery by Borrower and by
U.S. Bank as a Lender and as the Agent. The new Note and other Financing Agreements required by
the Agent are as set forth herein. The Borrower and the Agent agree that Collateral Release shall
be held in abeyance as set forth herein.



     NOW THEREFORE, in consideration of the foregoing and of the terms and conditions contained in
the Loan 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 Borrower by the Agent and
the Lenders, Borrower and U.S. Bank, as a Lender and as the Agent, agree as follows:



     1. Amended Defined Term. Section 1.1 of the Loan Agreement,
Definitions, shall be amended to amend the following definition, which shall read in full
as follows:




     “Line of Credit Loan Commitment” shall mean as to any Lender (i) from
May 4, 2005 through November 4, 2005, such Lender’s Pro Rata Percentage of
$200,000,000, and (ii) after November 4, 2005, such Lender’s Pro Rata Percentage of
$175,000,000, in each case as set forth opposite such Lender’s name under the heading
“Loan Commitments” on Schedule A-2, subject to Assignment and Acceptance in
accordance with Section 10.23, as such amount may be reduced or terminated
from time to time pursuant to Sections 2.3(c), 2.8 or 9.1, and as such



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amount may be increased from time to time pursuant to Section 10.31(b);
and "Line of Credit Loan Commitments” shall mean collectively, the Line of
Credit Loan Commitments for all the Lenders.



     2. Collateral Release in Abeyance. The Borrower and the Agent agree that Collateral
Release approved by the Lenders as set forth in the First Amendment to Amended and Restated Loan
and Security Agreement dated as of April 20, 2005, shall be held in abeyance until the earlier of
such time as the Collateral Release is re-approved by the Lenders in accordance with the terms of
the Loan Agreement, or the Line of Credit Loan Commitments are $175,000,000 or less.



     3. General Representations and Warranties. To induce U.S. Bank, as a Lender and as
the Agent, to enter into this Amendment, the Borrower represents and warrants to the Agent and the
Lenders that (a) the factual information taken as a whole in the materials furnished by or on
behalf of the Borrower to the Agent or any Lender for purposes of or in connection with this
Amendment, does not contain any untrue statement of a material fact or omit to state any material
fact necessary to keep the statements contained therein from being misleading as of the date of
this Amendment, and (b) except as described in this Amendment, a previous amendment of the Loan
Agreement or as previously disclosed in writing to the Agent by the submission of a Compliance
Certificate or otherwise, each and every representation and warranty set forth in the Loan
Agreement is true and correct as of the date hereof, and shall be deemed remade by the Borrower as
of the date hereof.



     4. Conditions; Documentation. This Amendment shall be effective upon the execution
and/or delivery to the Agent by the Borrower of the following: (i) this Amendment; (ii) a
Supplement to the Agent’s Letter; and (iii) a Note payable to U.S. Bank in the face amount of
$70,000,000. After the date of this Amendment the Agent may, in its discretion, require the
Borrower to execute and deliver amendments to the existing Deeds of Trust referred to in
Section 5.1 of the Loan Agreement together with commitments for endorsements to the
corresponding Title Insurance Policies.



     5. Incorporation of Loan Agreement. The parties agree that this Amendment shall be an
integral part of the Loan 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 Loan 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 Loan Agreement, the terms of this Amendment shall control.



     6. Counterparts & Facsimile. This document may be executed in several counterparts,
each of which shall be construed together as one original. Facsimile signatures on this document
shall be considered as original signatures.



{The rest of this page is intentionally left blank – Signature pages follow}




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     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



	 	 	 	 	 	 	 
	 	 	 	 	PREMIUM STANDARD FARMS, INC.,
	 	 	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	ATTEST:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Dennis Rippe
	 	By:
	 	/s/ Stephen A. Lightstone
	

	 	

	 	 	 	

	Its:

	 	Vice President/Controller
	 	Its:
	 	Executive Vice President
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	 	 	 	 	LUNDY INTERNATIONAL, INC., a
	 	 	 	 	North Carolina corporation
	 
	 	 	 	 	 	 
	ATTEST:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Dennis Rippe
	 	By:
	 	/s/ Stephen A. Lightstone
	

	 	

	 	 	 	

	Its:

	 	Vice President/Controller
	 	Its:
	 	Executive Vice President
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	 	 	 	 	PREMIUM STANDARD FARMS OF
	 	 	 	 	NORTH CAROLINA, INC., a Delaware
	 	 	 	 	corporation
	 
	 	 	 	 	 	 
	ATTEST:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Dennis Rippe
	 	By:
	 	/s/ Stephen A. Lightstone
	

	 	

	 	 	 	

	Its:

	 	Vice President/Controller
	 	Its:
	 	Executive Vice President
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	 	 	 	 	LPC TRANSPORT, INC., a Delaware
	 	 	 	 	corporation
	 
	 	 	 	 	 	 
	ATTEST:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Dennis Rippe
	 	By:
	 	/s/ Stephen A. Lightstone
	

	 	

	 	 	 	

	Its:

	 	Vice President/Controller
	 	Its:
	 	Executive Vice President
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	 	 	 	 	U.S. BANK NATIONAL
	 	 	 	 	ASSOCIATION, as Agent and as a
	 	 	 	 	Lender
	 	 	 	 	950 17th Street, Suite 350
	 	 	 	 	Denver, Colorado 80202
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Alan V. Schuler
	

	 	 	 	 	 	

	

	 	 	 	Its:
	 	Senior Vice President
	

	 	 	 	 	 	






{Signature Page to Second Amendment to Amended and Restated Loan and Security Agreement Dated as of
May 4, 2005}




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Schedule A-2 to

Loan and Security Agreement




Lenders’ Commitments




Line of Credit Loan Commitments




From May 4, 2005 through November 4, 2005:



	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Pro Rata Percentage	 	 	Maximum $	 
	U.S. Bank National Association
	 	 	35.000000000	%	 	$	70,000,000	 
	Farm Credit Services of Missouri, PCA
	 	 	14.375000000	%	 	$	28,750,000	 
	Farm Credit Services of America, FLCA
	 	 	14.375000000	%	 	$	28,750,000	 
	Harris Trust and Savings Bank
	 	 	14.375000000	%	 	$	28,750,000	 
	Rabobank International
	 	 	14.375000000	%	 	$	28,750,000	 
	First National Bank of Omaha
	 	 	7.500000000	%	 	$	15,000,000	 
	 	 	 
	TOTAL:
	 	 	100	%	 	$	200,000,000	 





After November 4, 2005:




	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Pro Rata Percentage	 	 	Maximum $	 
	U.S. Bank National Association
	 	 	25.714285713	%	 	$	45,000,000	 
	Farm Credit Services of Missouri, PCA
	 	 	16.428571429	%	 	$	28,750,000	 
	Farm Credit Services of America, FLCA
	 	 	16.428571429	%	 	$	28,750,000	 
	Harris Trust and Savings Bank
	 	 	16.428571429	%	 	$	28,750,000	 
	Rabobank International
	 	 	16.428571429	%	 	$	28,750,000	 
	First National Bank of Omaha
	 	 	8.571428571	%	 	$	15,000,000	 
	 	 	 
	TOTAL:
	 	 	100	%	 	$	175,000,000	 






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