EXHIBIT 10.2



 






THIRD AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     This Third Amendment (this “Amendment”) is dated as of May 5, 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 $200,000,000 to $220,000,000 for six months and Farm
Credit Services of Missouri, PCA and Farm Credit Services of America, FLCA have each agreed to
increase their respective Line of Credit Loan Commitments from $28,750,000 to $38,750,000 for six
months to cover this requested increase. Correspondingly Borrower requires a temporary amendment
of its covenant regarding Working Capital. In accordance with Sections 10.31 (a), (b) and
(c) of the Loan Agreement, this Amendment will be effective by execution and delivery by
Borrower, Farm Credit Services of Missouri, PCA, Farm Credit Services of America, FLCA and U.S.
Bank as a Lender and as the Agent. The new Notes and other Financing Agreements required by the
Agent are 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, Farm Credit Services of Missouri, PCA, Farm Credit Services of America, FLCA
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
$220,000,000, 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-3, 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 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.      Amended Working Capital Covenant. Subsection (b) of Section 7.6 of
the Loan Agreement, Financial Covenants and Ratios, shall be amended to read in full as
follows:




       (b)      As of the end of each fiscal quarter of Borrower through September 30, 2005,
a minimum Working Capital of not less than $20,000,000; and as of the end of each
fiscal quarter of Borrower thereafter a minimum Working Capital of not less than
$75,000,000



     3.      General Representations and Warranties. To induce Farm Credit Services of
Missouri, PCA, Farm Credit Services of America, FLCA and 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 Second
Supplement to the Agent’s Letter; (iii) a Note payable to Farm Credit Services of Missouri, PCA in
the face amount of $38,750,000; and (iv) a Note payable to Farm Credit Services of America, FLCA in
the face amount of $38,750,000.



     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



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counterparts, each of which shall be construed together as one original. Facsimile signatures
on this document shall be considered as original signatures.



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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 Third Amendment to Amended and Restated Loan and Security Agreement Dated as of
May 5, 2005}






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	 	 	 	 	FARM CREDIT SERVICES OF MISSOURI, PCA
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Terry Eidson
	

	 	 	 	 	 	 
	

	 	 	 	Its:
	 	Senior Vice President
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	FARM CREDIT SERVICES OF AMERICA, FLCA
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Kent E. Bang
	

	 	 	 	 	 	 
	

	 	 	 	Its:
	 	Vice President
	

	 	 	 	 	 	 





{Signature Page to Third Amendment of Amended and Restated Loan and Security Agreement Dated as of
May 5, 2005}




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Schedule A-2 to

Loan and Security Agreement




Lenders’ Commitments




Line of Credit Loan Commitments



From May 5, 2005 through November 4, 2005:




	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Pro Rata Percentage	 	Maximum $
	U.S. Bank National Association
	 	 	31.818181818	%	 	$	70,000,000	 
	Farm Credit Services of Missouri, PCA
	 	 	17.613636364	%	 	$	38,750,000	 
	Farm Credit Services of America, FLCA
	 	 	17.613636364	%	 	$	38,750,000	 
	Harris Trust and Savings Bank
	 	 	13.068181818	%	 	$	28,750,000	 
	Rabobank International
	 	 	13.068181818	%	 	$	28,750,000	 
	First National Bank of Omaha
	 	 	6.818181818	%	 	$	15,000,000	 
	 	 	 
	TOTAL:
	 	 	100	%	 	$	220,000,000	 






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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