2moratorium or other similar laws affecting creditors’ rights generally and by generalprinciples of equity (regardless of whether such enforceability is considered in a proceedingat law or in equity).          (b) The representations and warranties set forth in Article III of the Credit Agreement are,after giving effect to this Amendment, true and correct in all material respects on and as of theAmendment Effective Date with the same effect as though made on and as of the Amendment EffectiveDate, except to the extent such representations and warranties expressly relate to an earlier date(in which case they were true and correct in all material respects as of such earlier date).          (c) No Default or Event of Default has occurred and is continuing.          (d) The Collateral and Guarantee Requirement shall be satisfied.          SECTION 3. Effectiveness. This Amendment and the amendment of the Credit Agreementeffected hereby shall become effective as of the first date (the “Amendment EffectiveDate”) on which the following conditions have been satisfied:          (a) The Administrative Agent (or its counsel) shall have received duly executed counterpartshereof that, when taken together, bear the signatures of (i) the Administrative Agent, (ii) theBorrower and (iii) the Required Lenders.          (b) The Administrative Agent shall have received a certificate of a Financial Officer tothe effect that the representations and warranties set forth in Section 2 hereof are true andcorrect on and as of the Amendment Effective Date.          (c) The Collateral and Guarantee Requirement shall have been satisfied.          (d) The Administrative Agent shall have received such documents and certificates as theAdministrative Agent or its counsel may reasonably request relating to the authorization of thisAmendment and the transactions contemplated hereby and any other legal matters relating to the LoanParties, this Amendment, and the transactions contemplated hereby, all in form and substancereasonably satisfactory to the Administrative Agent.          (e) The Administrative Agent shall have received all fees and other amounts due from any LoanParty hereunder or under the Credit Agreement or any other Loan Document on or prior to theAmendment Effective Date and, to the extent invoiced on or prior to the Amendment Effective Date,reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursementsof counsel) required to be reimbursed or paid by any Loan Party hereunder or under the CreditAgreement or any other Loan Document.The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date,and such notice shall be conclusive and binding.

 

3          SECTION 4. Effect of Amendment. (a) Except as expressly set forth herein, thisAmendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwiseaffect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agentunder the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in anyway affect any of the terms, conditions, obligations, covenants or agreements contained in theCredit Agreement or any other provision of the Credit Agreement or of any other Loan Document, allof which are ratified and affirmed in all respects and shall continue in full force and effect.Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment,modification or other change of, any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement or any other Loan Document in similar or different circumstances.          (b) On and after the Amendment Effective Date, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof, “herein”, or words of like import, and each reference to theCredit Agreement in any Loan Document shall be deemed a reference to the Credit Agreement asamended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the CreditAgreement and the other Loan Documents.          SECTION 5. Costs and Expenses. The Borrower agrees to reimburse the AdministrativeAgent for its reasonable out-of-pocket expenses in connection with this Amendment, including thereasonable fees, charges and disbursements of counsel for the Administrative Agent.          SECTION 6. Indemnity. It is agreed that for all purposes of Section 9.03(b) of theCredit Agreement, the execution, delivery and performance of this Amendment and the othertransactions contemplated hereby shall all be deemed to be transactions contemplated by the CreditAgreement.          SECTION 7. Counterparts. This Amendment may be executed in any number of counterpartsand by different parties hereto in separate counterparts, each of which when so executed anddelivered shall be deemed an original, but all such counterparts together shall constitute but oneand the same instrument. Delivery of any executed counterpart of a signature page of this Amendmentby facsimile or other electronic transmission shall be as effective as delivery of a manuallyexecuted counterpart hereof.          SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH ANDGOVERNED BY THE LAW OF THE STATE OF NEW YORK.          SECTION 9. Headings. The headings of this Amendment are for purposes of reference onlyand shall not limit or otherwise affect the meaning hereof.

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirduly authorized officers, all as of the date and year first above written.      LAND O’LAKES, INC.,