condition or event:
The foregoing certifications, together with the computations set forth in
Schedule 1 hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this
day of
, 20
.
, as Chief
Officer of Sanderson Farms, Inc.
-2-
SCHEDULE 1
TO COMPLIANCE CERTIFICATE
SANDERSON FARMS, INC.
Compliance Calculations for
Credit Agreement Dated as of October 24, 2013
Calculations as of the last day of the fiscal quarter ended
, 20
Section 7.9 Consolidated Tangible Net Worth
(a)
Prior Fiscal Quarter's Required Minimum Amount
$
(b)
Consolidated Net Income for Current Fiscal Quarter to "as of" date
$
(c)
Dividends declared during Current Fiscal Quarter
$
(d)
Adjustment (lesser of $5,000,000 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 New Processing Complex 1
(a)
Maximum Amount Allowed
$ 140,000,000
(b)
Total Expenditures
$
(a)-(b)
*
Compliance
Yes
No
Section 7.11(b) Capital Expenditures for New Processing Complex 2
(a)
Maximum Amount Allowed
$ 140,000,000
(b)
Total Expenditures
$
(a)-(b)
*
Compliance
Yes
No
-2-
EXHIBIT F
ENVIRONMENTAL DISCLOSURE
NONE
EXHIBIT G
SCHEDULE OF SUBSIDIARIES
NAME
STATE OF
INCORPORATION
PERCENTAGE OF
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 October 24, 2013 (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