EXHIBIT 10.1
EXECUTION COPY
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), effective as of April 30, 2007, is by and between GOLDEN OVAL
EGGS, LLC, a limited liability company organized under the laws of the State of
Delaware, GOECA, LP, a Delaware limited partnership, and MIDWEST INVESTORS OF
IOWA, COOPERATIVE, a cooperative organized under the laws of the State of Iowa
(individually each a "Borrower" and collectively the "Borrowers"), the banks and
other financial institutions or entities which are signatories hereto
(individually each a "Lender" and collectively the "Lenders"), COBANK, ACB, a
federally charted instrumentality under the Farm Credit Act of 1971, as amended,
one of the Lenders and as agent for the Lenders (in such capacity, the
"Administrative Agent").
RECITALS
1.
The Lenders and the Borrowers entered into an Amended and
Restated Credit Agreement dated as of June 30, 2006 (the "Credit Agreement");
and
2.
The Borrowers desire to amend certain provisions of the Credit
Agreement and request waivers for certain Defaults and Events of Default, and
the Lender has agreed to make such amendments and grant such waivers, subject to
the terms and conditions set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby covenant and agree to
be bound as follows:
SECTION 1.
CAPITALIZED TERMS.
CAPITALIZED TERMS USED HEREIN AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE CREDIT
AGREEMENT, UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE.
SECTION 2.
AMENDMENTS.
THE CREDIT AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
2.1
DEFINITIONS.
Section 1.1 of the Credit Agreement is hereby amended by deleting the definition
of "Tangible Net Worth" in its entirety.
Section 1.1 of the Credit Agreement is further amended by adding the definition
of "Net Worth" thereto in correct alphabetical order:
1
"Net Worth":
As of any date of determination, the total assets of the Borrowers
as of such date, determined in accordance with GAAP, minus total liabilities of
the Borrowers as of such date, also determined in accordance with GAAP.
2.2
TERMINATION DATE.
THE DEFINITION OF "TERMINATION DATE" IN SECTION 1.1 OF
THE CREDIT AGREEMENT IS AMENDED BY DELETING THE PHRASE "APRIL 30, 2007" AND BY
SUBSTITUTING "MARCH 1, 2008" IN LIEU THEREOF.
2.3
NET WORTH.
SECTION 6.15 OF THE CREDIT AGREEMENT IS DELETED IN ITS ENTIRETY
AND THE FOLLOWING IS SUBSTITUTED IN LIEU THEREOF:
6.15
NET WORTH.
THE BORROWER'S AGENT WILL NOT PERMIT ITS NET WORTH AT
ANY TIME TO BE LESS THAN $28,000,000 PLUS FORTY PERCENT (40%) OF NET EARNINGS
(FOR PURPOSES HEREOF EXCLUSIVE OF ALL NET LOSSES) ACCUMULATED AFTER AUGUST 31,
2006, PLUS ONE HUNDRED PERCENT (100%) OF ALL EQUITY CONTRIBUTED AFTER AUGUST 31,
2006.
2.4
CURRENT RATIO.
SECTION 6.16 OF THE CREDIT AGREEMENT IS AMENDED TO READ IN
ITS ENTIRETY AS FOLLOWS:
6.16
CURRENT RATIO.
STARTING ON AUGUST 31, 2007, THE BORROWER'S AGENT
SHALL NOT PERMIT THE RATIO OF