wholly owned subsidiary of FARM CREDIT OF NEW
MEXICO, ACA)
FRESNO-MADERA PRODUCTION CREDIT ASSOCIATION
GOLDEN STATE FARM CREDIT, FLCA
GREENSTONE FARM CREDIT SERVICES, ACA, FLCA
NORTHWEST FARM CREDIT SERVICES, FLCA
YOSEMITE LAND BANK, FLCA
ANNEX III
Exhibits to Credit Agreement
See attached.
Exhibit 1.01(a)
FORM OF SECURED PARTY DESIGNATION NOTICE
Date: _________, _____
To:
Bank of America, N.A.,
as Administrative Agent
Agency Management
1455 Market Street, 5th Floor
Mail Code: CA5-701-05-19
San Francisco, CA 94103-1399
Attention: Joan Mok
Ladies and Gentlemen:
THIS SECURED PARTY DESIGNATION NOTICE is made by _______________________, a
______________ (the "Designor"), to BANK OF AMERICA, N.A., as Administrative
Agent under that certain Credit Agreement referenced below (in such capacity,
the "Administrative Agent"). All capitalized terms not defined herein shall have
the meaning ascribed to them in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, The WhiteWave Foods Company, a Delaware corporation (the "Company"),
the Designated Borrowers party thereto, the Guarantors party thereto, the
Lenders party thereto and Bank of America, N.A., as Administrative Agent have
entered into that certain Credit Agreement, dated as of October 12, 2012 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement") pursuant to which certain loans and financial accommodations
have been made to the Borrowers;
WHEREAS, in connection with the Credit Agreement, a Lender or Affiliate of a
Lender is permitted to designate its [Cash Management Agreement/Swap Contract]
as a ["Secured Cash Management Agreement"/"Secured Hedge Agreement"] under the
Credit Agreement and the Collateral Documents;
WHEREAS, the Credit Agreement requires that the Designor deliver this Secured
Party Designation Notice to the Administrative Agent; and
WHEREAS, the Designor has agreed to execute and deliver this Secured Party
Designation Notice:
1.DESIGNATION. [_____________] HEREBY DESIGNATES THE [CASH MANAGEMENT
AGREEMENT/SWAP CONTRACT] DESCRIBED ON SCHEDULE 1 HERETO TO BE A "[SECURED CASH
MANAGEMENT AGREEMENT/SECURED HEDGE AGREEMENT]" AND HEREBY REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT THAT SUCH [CASH MANAGEMENT AGREEMENT/SWAP
CONTRACT] SATISFIES ALL THE REQUIREMENTS UNDER THE LOAN DOCUMENTS TO BE SO
DESIGNATED. BY EXECUTING AND DELIVERING THIS SECURED PARTY DESIGNATION NOTICE,
THE DESIGNOR, AS PROVIDED IN THE CREDIT AGREEMENT, HEREBY AGREES TO BE BOUND BY
ALL OF THE PROVISIONS OF THE LOAN DOCUMENTS WHICH ARE APPLICABLE TO IT AS A
PROVIDER OF A [SECURED CASH MANAGEMENT AGREEMENT/SECURED HEDGE AGREEMENT] AND
HEREBY (A) CONFIRMS THAT IT HAS RECEIVED A COPY OF THE LOAN DOCUMENTS AND SUCH
OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN
DECISION TO ENTER INTO THIS SECURED PARTY DESIGNATION NOTICE, (B) APPOINTS AND
AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF
AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER THE CREDIT AGREEMENT, THE OTHER
LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO AS
ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH
SUCH POWERS AS ARE INCIDENTAL THERETO (INCLUDING, WITHOUT LIMITATION, THE
PROVISIONS OF SECTION 10.01 OF THE CREDIT AGREEMENT), AND (C) AGREES THAT