Exhibit 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Second
Amendment"), effective as of
October 19, 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 Lenders and the Borrowers entered into a First Amendment to
the Amended and Restated Credit Agreement dated as of April 30, 2007 (the "First
Amendment"; the Credit Agreement and First Amendment together may be referred to
as the "Amended Credit Agreement"); and
3.
The Borrowers desire to amend certain provisions of the Amended
Credit Agreement to obtain additional lending commitments, among other things,
and the Lenders have agreed to make such amendments, subject to the terms and
conditions set forth in this Second 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 AMENDED
CREDIT AGREEMENT, UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE.
SECTION 2.
FIRST AMENDMENT. THIS SECOND AMENDMENT DOES NOT REPLACE
OR SUPPLANT THE FIRST AMENDMENT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN.
SECTION 3.
SUPPLEMENTAL REVOLVING NOTE. BORROWERS WILL REAFFIRM AND
RESTATE THE TOTAL REVOLVING OUTSTANDINGS, AS DEFINED IN THE CREDIT AGREEMENT, BY
EXECUTION OF AMENDED AND RESTATED NOTES, IN THE FORM ATTACHED HERETO AS EXHIBIT
A. COBANK, AS A LENDER AND THE ADMINISTRATIVE AGENT, AND METROPOLITAN LIFE
INSURANCE COMPANY ("MET") AS A LENDER,
HEREBY AGREE TO MAKE AVAILABLE TO
BORROWERS AN ADDITIONAL REVOLVING CREDIT FACILITY IN THE AMOUNT OF TWO MILLION
FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) AVAILABLE AS LOANS TO THE BORROWERS,
JOINTLY AND SEVERALLY, UNTIL DECEMBER 14, 2007 (THIS FACILITY TO BE REFERRED TO
HEREAFTER AS THE "SHORT TERM REVOLVING NOTE") AT WHICH TIME ALL AMOUNTS
OUTSTANDING THEREUNDER SHALL BE DUE AND PAYABLE. THE SHORT TERM REVOLVING NOTE
SHALL BE GOVERNED BY THE PROVISIONS OF THE AMENDED CREDIT AGREEMENT AS THEY
APPLY TO A REVOLVING LOAN, INCLUDING THOSE GRANTING SECURITY INTERESTS, WITH THE
FOLLOWING MODIFICATIONS AND EXCEPTIONS:
1.
The Termination Date as it applies to the Short Term Revolving
Note only is December 14, 2007. For avoidance of doubt, the Termination Date (as
amended by the First