Net Income for Current Fiscal Quarter to "as of" date $
(c)
Dividends declared during Current Fiscal Quarter $
(d)
Adjustment (lesser of $6,000,000 and line (c)) $
(e)
(b) - (d)* $
(f)
60% of (e) $
(g)
Net Proceeds of Stock for Current Fiscal Quarter to "as of" date $
(h)
Current Fiscal Quarter's Required Minimum Amount (a) + (f) + (g) $
(i)
Current Fiscal Year Consolidated Tangible Net Worth $
Compliance
Yes
No
* But not less than $0.
Section 7.10 Leverage Ratio
(a)
Consolidated Indebtedness for Borrowed Money $
(b)
Consolidated Indebtedness for Borrowed Money $
Consolidated Tangible Net Worth
$
TOTAL
$
(a)/(b)
*
* Required to not exceed the percentage set forth in Section 7.10.
Compliance Yes
No
Section 7.11(a) Capital Expenditures
(a)
Maximum Amount Allowed $
(b)
Expenditures Year-to-date $
(a)-(b)
*
Compliance Yes
No
Section 7.11(b) Capital Expenditures for St. Pauls, North Carolina Processing
Complex
(a)
Maximum Amount Allowed $ 160,000,000
(b)
Total Expenditures $
(a)-(b)
*
Compliance Yes
No
Section 7.11(b) Capital Expenditures for another New Processing Complex
(a)
Maximum Amount Allowed $ 175,000,000
(b)
Total Expenditures $
(a)-(b)
*
Compliance Yes
No
-2-
EXHIBIT F
ENVIRONMENTAL DISCLOSURE
NONE
EXHIBIT G
SCHEDULE OF SUBSIDIARIES
STATE OF
PERCENTAGE OF
NAME
INCORPORATION
OWNERSHIP
1. Sanderson Farms, Inc. (Foods Division)
Mississippi
100 %
2. Sanderson Farms, Inc. (Production Division)
Mississippi
100 %
3. Sanderson Farms, Inc. (Processing Division)
Mississippi
100 %
EXHIBIT H
LITIGATION; TAX RETURNS; APPROVALS
NONE
EXHIBIT I
ASSIGNMENT AND ACCEPTANCE
Dated
,
Reference is made to the Credit Agreement dated as of April 24, 2015 (as
extended, renewed, amended or restated from time to time, the "Credit
Agreement") among Sanderson Farms, Inc., the Banks and L/C Issuers parties
thereto, and BMO Harris Bank N.A., as Agent (the "Agent"). Terms defined in the
Credit Agreement are used herein with the same meaning.
(the "Assignor") and
(the "Assignee") agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, the amount and specified
percentage interest shown on Annex I hereto of the Assignor's rights and
obligations under the Credit Agreement as of the Effective Date (as defined
below), including, without limitation, the Assignor's Commitments as in effect
on the Effective Date and the Loans, if any, owing to the Assignor on the
Effective Date and the Assignor's Commitment Percentage of any outstanding
Reimbursement Obligations.
2. The Assignor (i) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim, lien, or encumbrance of any kind;
(ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto;