1
THIRD AMENDMENT TO NOTE AGREEMENTS
THIS THIRD AMENDMENT TO NOTE AGREEMENTS (this "Amendment") is made as
of the 29th day of March, 1996, by and among Savannah Foods & Industries, Inc.,
a Delaware corporation (the "Company"), Great-West Life & Annuity Insurance
Company ("Great-West"), The Variable Annuity Life Insurance Company
("Variable"), The Minnesota Mutual Life Insurance Company ("MMLIC"), Mutual
Trust Life Insurance Company ("Mutual"), National Travelers Life Company
("National"), and The Reliable Life Insurance Company ("Reliable") (each of
Great-West, Variable, MMLIC, Mutual, National and Reliable, a "Holder" and,
collectively, the "Holders"). Capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Agreements (as defined below).
WHEREAS, the Company entered into those certain Note Agreements, each
dated as of September 1, 1992, each as amended by that certain First Amendment
to Note Agreements effective as of June 15, 1994, and that certain Waiver and
Second Amendment to Note Agreements dated on or about June 28, 1995 (each, as
heretofore amended, an "Agreement" and, collectively, the "Agreements"), with
each of the Holders (or their predecessors in interest), pursuant to which the
Company issued its 8.35% Series A Senior Notes Due November 1, 2002 in the
aggregate principal amount of $50,000,000 (the "Series A Notes") and its 7.15%
Series B Senior Notes Due November 1, 2002 in the aggregate principal amount of
$20,000,000 (the "Series B Notes" and, collectively with the Series A Notes, the
"Notes");
WHEREAS, the Company has requested that the Holders amend the
Agreements to, among other things, eliminate certain covenants of the Company
and modify the "Events of Default" under the Agreements;
WHEREAS, the Holders are willing to amend the Agreements pursuant to
the Company's request on the condition that the Company have issued, for the
benefit of the Holders, a standby letter of credit, containing such terms and
issued by such bank as are acceptable to the Holders; and
WHEREAS, the Company and the Holders, as the holders of 100% in
aggregate principal amount of outstanding Notes, desire to enter into this
Amendment to effectuate the foregoing.
NOW, THEREFORE, for good and valuable consideration, the parties
hereby agree as follows:
Section 1. Amendments.
1.1 Section 2.3 of the Agreement is amended by adding thereto the
following sentence: "If the Company shall so request in connection with a
notice of optional prepayment in full of the Notes pursuant to this Section 2.3
and shall have tendered to the holders of the Notes the Make-Whole Amount, then
the holders of the Notes shall direct the Collateral Agent to draw on the Letter
of Credit on the date fixed for optional prepayment, such draw to be in the
amount of
2
the unpaid principal amount of the Notes and accrued interest thereon, together
with any Potential Preference Amount, as defined in the Collateral Agency
Agreement.
1.2 Section 5 of the Agreements is hereby amended by (i) deleting
Sections 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12 and 5.13 in their entirety
(provided, however, that intervening and subsequent Section numbers shall remain
unchanged and shall not be re-numbered); and (ii) by deleting paragraphs (c),
(e), (g) and (h) of Section 5.18 (provided, however, that intervening and
subsequent paragraph letters in such Sections 5.18 shall remain unchanged and
shall not be re-lettered).
1.3 Section 5 of the Agreements is hereby further amended by adding
new Sections 5.19, 5.20 and 5.21, as follows:
"Section 5.19. Maintenance of Letter of Credit. In order to
provide credit enhancement for the principal amount of, and interest
on the Notes, the Company will maintain at all times from and after
April 1, 1996 to and including the one hundred twentieth (120th) day
after payment or prepayment in full of the Notes an irrevocable
standby letter of credit in favor of the Collateral Agent in an
amount at least equal to $62,500,000, subject to reduction in
accordance with the provisions of Section 5.20 (such letter of
credit, together with any letter of credit issued in renewal or
substitution therefor in accordance with the provisions of this
Agreement, is hereinafter referred to as the "Letter of Credit");
provided, however, that the holders of the Notes will not
unreasonably withhold their consent to immediate surrender and
cancellation of the Letter of Credit upon payment in full of the
principal amount of, premium, if any, and interest on the Notes.
Each Letter of Credit shall be substantially in the form attached
hereto as Exhibit F and shall be issued by a bank which at all times
during the term of such Letter of Credit is a national banking
association organized under the laws of and doing business in the
United States, has capital stock and surplus of at least
$100,000,000 and is rated A+ or better by Standard & Poor's. At
least sixty (60) days prior to the expiry date of each Letter of
Credit (as such expiry date may be automatically extended from time
to time in accordance with the terms of such Letter of Credit) the
Company shall cause to be delivered to the Collateral Agent (i) a
renewal of such Letter of Credit extending the expiry date for an
additional period of fifteen (15) months or, if such fifteen
(15)-month period would extend beyond February 28, 2003, extending
the expiry date of the Letter of Credit to February 28, 2003, or
(ii) a Substitute Letter of Credit in accordance with the provisions
of Section 5.21. The Company agrees to pay the fees and other
charges of the Collateral Agent for its services under the
Collateral Agency Agreement."
"Section 5.20. Reduction of Letter of Credit. At any time and from
time to time, in order to reflect the reduction in the outstanding
principal amount of the Notes resulting from a mandatory or optional
prepayment thereof, upon obtaining the prior written approval of the
holders of the Notes, the Company may reduce the amount of the Letter
of Credit to an amount not less than 105% of the aggregate
outstanding principal amount of the Notes (i) as of the ninety-fifth
(95th) -2-
3
day preceding the date of such reduction, or (ii) if so approved by
the holders of the Notes, as of the date of reduction (such approval
not to be unreasonably withheld). Provided that no Event of Default
or Default has occurred and is continuing, the holders of the Notes
shall, or shall cause the Collateral Agent to, execute such
certificates as may be reasonably required by the issuing bank of the
Letter of Credit to evidence their approval of any such reduction in
the amount of the Letter of Credit."
"Section 5.21. Substitute Letters of Credit. The Company shall
have the right, which may be exercised at any time and from time to
time (but in no event on more than one occasion in any period of
twelve (12) consecutive months), to substitute a new Letter of
Credit (a "Substitute Letter of Credit") for the Letter of Credit
then held by the Collateral Agent, provided that all the
requirements of this Section 5.21 are met. Any such substitution
shall not be valid, and the Letter of Credit then held by the
Collateral Agent shall not be surrendered, unless and until the
following conditions are met:
(i) The bank issuing the Substitute Letter of Credit shall meet
the requirements set forth in Section 5.19 and the Company shall
have delivered or caused to be delivered to the holders of the Notes
such evidence thereof as they may reasonably request.
(ii) The Substitute Letter of Credit shall be in an amount at
least equal to 105% of the aggregate outstanding principal amount of
the Notes as the ninety-fifth (95th) day preceding the substitution,
have an expiry date no earlier than fifteen (15) months after the
date of substitution or, if such fifteen (15)-month period would
extend beyond February 28, 2003, have an expiry date of February 28,
2003, and be substantially in the form of Exhibit F hereto.
(iii) Such Substitute Letter of Credit shall be accompanied by
a favorable opinion of counsel for the issuing bank of such
Substitute Letter of Credit, in form and substance satisfactory to
the holders of the Notes, as to all matters specified in Exhibit G
hereto.
(iv) There shall not exist any Event of Default or Default."
1.4 Section 6.1 of the Agreements is hereby amended by deleting
clauses (d) through (k), inclusive, in their entirety; by deleting the phrase
"or any Restricted Subsidiary" wherever it appears in clauses (l) and (m); and
by adding new clauses (n), (o) and (p) as follows:
"(n) Default shall occur in the performance or observance of
Section 5.19 of this Agreement; or
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4
(o) The Company shall have defaulted in any material respect in the
payment, observance or performance of its obligations under the bank
agreement pursuant to which the Letter of Credit was issued, such
default shall not have been remedied, and the bank issuing the
Letter of Credit shall have notified the holders of the Notes of
such default and directed that the holders cause the Collateral
Agent to draw on the Letter of Credit (whereupon the holders of the
Notes shall so direct the Collateral Agent); or
(p) the issuing bank of the Letter of Credit is subject to
insolvency or receivership proceedings."
1.5 Section 6.3 of the Agreements is hereby amended by deleting the
first two sentences of Section 6.3 in their entirety and substituting the
following therefor:
"Whenever any Event of Default described in paragraph (a), (b), (c)
or (n) of Section 6.1 has happened and is continuing, any holder of
any Note may, by notice to the Company, declare the entire principal
and all interest accrued on all Notes to be, and all Notes shall
thereupon become, forthwith due and payable, without any
presentment, demand, protest or notice of any kind, all of which are
hereby expressly waived. When any Event of Default described in
paragraph (l), (m), (o) or (p) of Section 6.1 has occurred, then all
outstanding Notes shall immediately become due and payable without
presentment, demand or notice of any kind."
1.6 Section 6.4 of the Agreements is hereby amended by deleting the
reference to "paragraphs (a) through (j), inclusive," in the fourth line of such
Section and substituting "paragraphs (a), (b), (c) or (n)" therefor.
1.7 Section 7 of the Agreements is hereby amended by (i) amending and
restating clause (iv) of Section 7.1 as follows: "(iv) which will change Section
5.19, Section 5.20 or Section 5.21"; and (ii) by adding a new Section 7.4 as
follows:
"Section 7.4. Banks as Third Party Beneficiaries. Notwithstanding
anything to the contrary in this Section 7, no amendment to Section
6 of this Agreement shall be effective without the prior written
consent of all of the Banks under and as defined in that certain
Credit Agreement, as from time to time amended, dated as of April 1,
1996 among the Company, the Banks party thereto, and Wachovia Bank
of Georgia, N.A., as agent. Each of such Banks shall be a third
party beneficiary of this Agreement for purposes of this Section 7.4
during the term of such Credit Agreement, as from time to time
amended. Following such term, this Section 7.4 shall be of no
further force or effect."
1.8 Section 8 of the Agreements is hereby amended by adding the
following definitions:
-4-
5
"'Collateral Agent' shall mean Norwest Bank Minnesota, N.A., as
"Collateral Agent" under the Collateral Agency Agreement, or such
other bank as shall from time to time serve as "Collateral Agent"
thereunder in accordance with the terms thereof."
"'Collateral Agency Agreement' shall mean that certain Collateral
Agency Agreement between Norwest Bank Minnesota, N.A., Great-West
Life & Annuity Insurance Company, The Variable Annuity Life
Insurance Company, The Minnesota Mutual Life Insurance Company,
Mutual Trust Life Insurance Company, National Travelers Life
Company, and The Reliable Life Insurance Company dated as of March
29, 1996, as from time to time amended."
"'Letter of Credit' shall have the meaning set forth in Section
5.19."
"'Substitute Letter of Credit' shall have the meaning set forth in
Section 5.21."
Section 2. Conditions to Effectiveness of Amendment. Upon execution and
delivery, pursuant to the instructions of the holders of the Notes, of the
following documents and legal opinion, this Amendment shall be and become
effective as of March 31, 1996:
(i) Ten (10) originals of this Amendment duly authorized and executed
by all parties hereto;
(ii) a Letter of Credit issued by Wachovia Bank of Georgia, N.A.
complying with the provisions of Section 5.19 of the Agreement (to be added to
the Agreement pursuant to this Amendment) and having an expiry date on or after
June 30, 1997;
(iii) Ten (10) originals of the Collateral Agency Agreement in the
form of Attachment 1 hereto duly authorized and executed by all parties thereto;
and
(iv) Ten (10) originals of a favorable opinion of Jones, Day,
Reavis & Pogue, special counsel to Wachovia Bank of Georgia, N.A., addressed to
the holders of the Notes and dated the effective date of this Amendment,
substantially in the form of Exhibit G to the Agreement (to be added to the
Agreement pursuant to this Amendment).
Section 3. Expenses. The Company acknowledges and agrees that the
out-of-pocket expenses of the Holders in connection with this Amendment and the
Collateral Agency Agreement shall be paid directly by the Company in accordance
with Section 9.4 of the Agreement.
Section 4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois.
Section 5. Execution in Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
taken together shall constitute the same instrument.
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Section 6. Ratification. Nothing in this Amendment shall be deemed to amend
the Agreements, or waive any provision thereof, except as expressly set forth
herein. The Agreements, as amended hereby, are in all respects ratified and
confirmed and the provisions thereof shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of the date first written above.
SAVANNAH FOODS & INDUSTRIES, INC.
By:_____________________________________
Name:
Title:
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY
By:_____________________________________
Name:
Title:
And: ___________________________________
Name:
Title:
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
By: ___________________________________
Name:
Title:
-6-
7
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By: MIMLIC ASSET MANAGEMENT
COMPANY
By:_____________________________________
Name:
Title:
MUTUAL TRUST LIFE INSURANCE
COMPANY
By: MIMLIC ASSET MANAGEMENT
COMPANY
By:_____________________________________
Name:
Title:
NATIONAL TRAVELERS LIFE COMPANY
By: MIMLIC ASSET MANAGEMENT
COMPANY
By:_____________________________________
Name:
Title:
THE RELIABLE LIFE INSURANCE
COMPANY
By: MIMLIC ASSET MANAGEMENT
COMPANY
By:_____________________________________
Name:
Title:
-7-
M1-0118862.07
8
IRREVOCABLE STANDBY LETTER OF CREDIT
WACHOVIA BANK OF GEORGIA, N.A.
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Norwest Bank Minnesota, N.A. April 1, 1996
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0069 CREDIT NO.
-------------
Attention: Corporate Trust
Dear Sirs:
You, as Collateral Agent under the Collateral Agency Agreement, dated as of
March 29, 1996 (the "Collateral Agency Agreement"), among Great-West Life &
Annuity Insurance Company, The Variable Annuity Life Insurance Company, The
Minnesota Mutual Life Insurance Company, Mutual Trust Life Insurance Company,
National Travelers Life Company, and The Reliable Life Insurance Company (the
"Holders") and you, pursuant to which you have agreed to act as Collateral
Agent for the Holders and any subsequent holders of the 8.35% Series A Senior
Notes of Savannah Foods & Industries, Inc. in the original principal amount of
Fifty Million Dollars ($50,000,000) and 7.15% Series B Notes of Savannah Foods
& Industries, Inc. in the original principal amount of Twenty Million Dollars
($20,000,000) (together with any notes issued in substitution or exchange
therefor, collectively the "Notes") issued pursuant to the terms of those
certain Note Agreements dated as of September 1, 1992, as amended, among
Savannah Foods & Industries, Inc. and the Holders (or their predecessors in
interest) (collectively, the "Note Agreements"), are hereby irrevocably
authorized to draw on Wachovia Bank of Georgia, N.A. (the "Bank"), Irrevocable
Letter of Credit No. , for the account of Savannah Foods & Industries,
Inc., available by your draft at sight upon the terms and conditions
hereinafter set forth, an amount not exceeding SIXTY-TWO MILLION FIVE HUNDRED
THOUSAND DOLLARS ($62,500,000) (the "Stated Amount").
The amount of this Letter of Credit may be reduced at any time and from time to
time by our receipt of a signed completed request in the form of EXHIBIT A
hereto, appropriately completed.
*This page constitutes page__ of__ pages of Letter of Credit____and is not
to be detached.
9
Your draft may be submitted with respect to (i) the aggregate unpaid principal
amount of and accrued interest on the Notes as of the date of the draft,
together with (ii) any Potential Preference Amount, as defined in the
Collateral Agency Agreement.
Funds under this Letter of Credit are available to you against your sight draft
drawn on us, stating on its face: "Drawn under Wachovia Bank of Georgia, N.A.,
Irrevocable Letter of Credit No._____________ " accompanied by your written
certificate signed by your authorized officer in the form of EXHIBIT B hereto,
appropriately completed.
Presentation of such draft and certificate shall be made at ,
located at (provided that presentation of the draft and certificate to the Bank
may be made by telecopy and confirmed by prompt delivery to Bank of the original
executed draft and certificate) or at any other office of ours which may be
designated by us by written notice delivered to you. We hereby agree that a
draft drawn under and in compliance with the terms of this Letter of Credit will
be duly honored by us upon delivery of the certificate as specified above,
appropriately completed, if presented at such office on or before the Expiration
Date. If the drawing in respect of payment is made by you hereunder on a
Business Day, and provided that such drawing and the documents presented in
connection therewith conform to the terms and conditions hereof and are
presented to such office at or prior to 2:30 p.m. Atlanta, Georgia time, payment
shall be made to you of the amount specified, in immediately available funds,
not later than 2:00 p.m., Atlanta, Georgia time, on the next succeeding Business
Day. If so presented after such time, and such drawing and the documents
presented in connection therewith conform to the terms and conditions hereof,
payment shall be made to you of the amount specified, in immediately available
funds, not later than 2:00 p.m. Atlanta, Georgia time, on the second succeeding
Business Day after such presentation. If requested by you, payment under this
Letter of Credit may be made by wire transfer of federal funds to your account,
by a Federal Funds check or by deposit of immediately available funds into a
designated account that you maintain with us. Payments made hereunder shall not
be made from any funds of Savannah Foods & Industries, Inc. As used herein
"Business Day" shall mean any day other than a Saturday, Sunday or holiday or
other day on which banks located in the city or cities in which the principal
office of the Collateral Agent and the principal office of the Bank are
authorized or required to close for general banking business or on which the New
York Stock Exchange is closed.
A draw in respect of payment hereunder honored by us shall not exceed the
amount of the Stated Amount, as in effect from time to time.
Only you, as Collateral Agent, may make a drawing under this Letter of Credit.
Upon the payment to you or your account of the amount specified in a sight
draft drawn hereunder, we shall be fully discharged on our obligation under
this Letter of Credit with respect to such draft, and we shall not thereafter
be obligated to make any further payments under this Letter of Credit in
respect of such draft to you or to any other person who may have made to you or
who makes to you a demand for payment of principal of, or interest on the
Notes.
*This page constitutes page__ of__ pages of Letter of Credit____and is not
to be detached.
10
This Letter of Credit and the ability to draw hereon with respect to the Stated
Amount shall be effective immediately and shall expire at 5:00 p.m. Atlanta,
Georgia time, on June 30, 1997 (such date or such later date to which the
expiration of this Letter of Credit shall have been extended in accordance with
its terms, hereinafter called the "Expiration Date"); provided, however, that on
the last day of each calendar quarter (i.e., March 31, June 30, September 30 and
December 31) from and after the date hereof, commencing June 30, 1996 (each such
day hereinafter called an "Extension Date") this Standby Letter of Credit will
be extended automatically, and without further act or deed by you or us, for an
additional period of one calendar quarter beyond the original or any extended
Expiration Date (so that on each Extension Date this Standby Letter of Credit
will always have a remaining term of fifteen (15) months), unless at least sixty
(60) days prior to the original or any subsequent Extension Date we notify you
by a certificate in the form of EXHIBIT C hereto, appropriately completed, that
this Letter of Credit will not be extended.
This Letter of Credit may be terminated prior to the Expiration Date upon
delivery to the Bank of the Letter of Credit accompanied by a duly executed
request in the form of EXHIBIT D hereto, appropriately completed.
This Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce,
publication No. 500 (the "Uniform Customs"). This Letter of Credit shall be
deemed to be made under the laws of Georgia including Article 5 of the Uniform
Commercial Code, and shall, as to matters not governed by the Uniform Customs,
be governed by and construed in accordance with the laws of Georgia.
Communications with respect to this Letter of Credit shall be in writing and
shall be addressed to Wachovia Bank of Georgia, N.A., 301 North Main Street,
Winston-Salem, North Carolina 27150, Attention: Standby Letter of Credit
Department, specifically referring thereon to Wachovia Bank of Georgia, N.A.
Irrevocable Letter of Credit No. .
Notwithstanding anything in Article 48 of the Uniform Customs to the contrary,
this Letter of Credit is transferable in its entirety (but not in part), to any
transferee who has succeeded you as Collateral Agent under the Collateral
Agency Agreement and such transferred Letter of Credit may be successively
transferred. Transfer of the amount available under this Letter of Credit to
such transferee shall be effected by the presentation to us of this Letter of
Credit accompanied by the transfer form substantially in the form of EXHIBIT E
hereto, appropriately completed, and unless this Letter of Credit is so
presented to us, we shall have no obligation hereunder to any transferee. Upon
such transfer, we will either reissue this Letter of Credit in the maximum
amount then available hereunder or otherwise amend this Letter of Credit to
reflect such maximum amount then available.
This Letter of Credit sets forth in full our undertaking, and such undertaking
shall not in any way be modified, amended, amplified or limited by reference to
any document, instrument or
*This page constitutes page__ of__ pages of Letter of Credit____and is not
to be detached.
11
agreement referred to herein, except only Exhibits A through E hereto, and the
draft referred to herein, and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement as set
forth above.
Very truly yours,
WACHOVIA BANK OF GEORGIA, N.A.
By:
-----------------------
Authorized Officer
M1:0120089.04
*This page constitutes page__ of__ pages of Letter of Credit____and is not
to be detached.
12
EXHIBIT A TO LETTER OF CREDIT*
-----------------------------
Date:________________, ____
Wachovia Bank of Georgia, N.A.
c/o Wachovia Bank of North Carolina, N.A.
301 North Main Street
Winston-Salem, North Carolina 27150
Attention: Standby Letter of Credit Department
-----------------------------------
Re: Wachovia Bank of Georgia, N.A.
Irrevocable Standby Letter of Credit No. ___________
Gentlemen:
The undersigned is account party of the above-referenced Letter of Credit
and hereby requests that the amount thereof be reduced to $__________,
effective immediately.
THIS REQUEST SHALL BE EFFECTIVE ONLY IF APPROVED BY THE BENEFICIARY.
Very truly yours,
SAVANNAH FOODS & INDUSTRIES, INC.
By: __________________________
Name:
Title:
Approval
The undersigned beneficiary of the above-referenced Letter of Credit
hereby approves the request by the account party that the amount thereof be
reduced to $ ______________.
NORWEST BANK MINNESOTA, N.A.
Collateral Agent
By: __________________________
Name:
Title:
______________________________
*For reduction of amount of Letter of Credit
*This page constitutes page ___of ___pages of Letter of Credit _____and is not
to be detached.
13
EXHIBIT B TO LETTER OF CREDIT*
CERTIFICATE FOR DRAWING
The undersigned, a duly authorized officer of Norwest Bank Minnesota, N.A.,
as Collateral Agent (the "Collateral Agent"), hereby certifies to Wachovia Bank
of Georgia, N.A. (the "Bank"), with reference to Wachovia Bank of Georgia, N.A.
Irrevocable Standby Letter of Credit No._______________(the "Letter of Credit")
(any capitalized term used herein and not defined shall have its respective
meaning as set forth in the Letter of Credit) issued by the Bank in favor of the
Collateral Agent, that:
(1) Norwest Bank Minnesota, N.A. is the Collateral Agent under the
Collateral Agency Agreement.
(2) The Collateral Agent is making a drawing for the sum of (a) the
unpaid principal amount of the Notes as of the date hereof, (b) accrued
interest on the Notes as of the date hereof at the rate stated therein
and (c) the Potential Preference Amount, as defined in the Collateral
Agency Agreement, computed as follows:
(a) $________________
(b) $________________
(c) $________________
Total $____________
(3) The amount of the draft accompanying this Certificate does not
exceed the amount available on the date hereof to be drawn under the
Letter of Credit.
(4) The amount of the draft accompanying this Certificate was computed
in accordance with the terms and conditions of the Notes, the Note
Agreement and the Collateral Agency Agreement.
(5) Please wire transfer "federal funds" as follows:
________________________________________________________________________
________________________________________________________________________
This page constitutes page_______of_____pages of Letter of Credit and is not be
detached.
M1:0120663.03
14
IN WITNESS WHEREOF, the Collateral Agent has executed and delivered this
Certificate as of the_______day of________________, ______.
NORWEST BANK MINNESOTA, N.A.
Collateral Agent
By: ________________________________
Name:
Title:
_______________________________
*To accompany draft.
*This page constitutes page____of____pages of Letter of Credit and is not be
detached.
M1:0120663.03
15
EXHIBIT C TO LETTER OF CREDIT*
-----------------------------
Date:______________, _______
Norwest Bank Minnesota, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0069
Attention: Corporate Trust
Re: Wachovia Bank of Georgia, N.A.
Irrevocable Standby Letter of Credit No.
Gentlemen:
The undersigned, a duly authorized officer of Wachovia Bank of Georgia,
N.A. (the "Bank"), hereby notifies you with respect to the above-referenced
Letter of Credit (the "Letter of Credit") issued by the Bank to you as
Collateral Agent under the Collateral Agency Agreement, as defined in the
Letter of Credit, that the Letter of Credit will not be extended by the Bank
beyond its current Expiration Date of __________________, ______, and that
therefore, the Letter of Credit will expire at 10:00 a.m. Atlanta, Georgia time
on ___________________, ______.
WACHOVIA BANK OF GEORGIA, N.A.
By:___________________________________
Name:
Title:
____________________________
*For notice of no extension.
*This page constitutes page____of____pages of Letter of Credit and is not be
detached.
M1:0120096.01
16
EXHIBIT D TO LETTER OF CREDIT*
-----------------------------
Date:_______________________,____
Wachovia Bank of Georgia, N.A.
c/o Wachovia Bank of North Carolina, N.A.
301 North Main Street
Winston-Salem, North Carolina 27150
Attention: Standby Letter of Credit Department
Re: Wachovia Bank of Georgia, N.A.
Irrevocable Standby Letter of Credit No._______
Gentlemen:
The undersigned, a duly authorized officer of Norwest Bank Minnesota,
N.A., as Collateral Agent (the "Collateral Agent") under the Collateral Agency
Agreement, as defined in the above-referenced Letter of Credit ("Letter of
Credit") issued by the Bank in favor of the Collateral Agent, hereby certifies
to Wachovia Bank of Georgia, N.A., with respect to the Letter of Credit, that
(i) Savannah Foods & Industries, Inc. has requested that the Letter of Credit
be delivered for cancellation, and (ii) for more than ninety-five (95) days no
Notes have been outstanding under the Note Agreements, as defined in the Letter
of Credit, or the holders of the Notes have approved delivery of the Letter of
Credit for cancellation prior to the expiration of such ninety-five (95) day
period.
We are delivering herewith the Letter of Credit for cancellation.
NORWEST BANK MINNESOTA, N.A.
Collateral Agent
By:___________________________________
Name:
Title:
__________________________________
*For delivery of Letter of Credit for cancellation.
*This page constitutes page____of____pages of Letter of Credit and is not be
detached.
M1:0120093.03
17
EXHIBIT E TO LETTER OF CREDIT*
-----------------------------
Date:________________________,____
Wachovia Bank of Georgia, N.A.
c/o Wachovia Bank of North Carolina, N.A.
301 North Main Street
Winston-Salem, North Carolina 27150
Attention: Standby Letter of Credit Department
Re: Wachovia Bank of Georgia, N.A.
Irrevocable Standby Letter of Credit No. __________
Gentlemen:
For value received, the undersigned beneficiary of the above-referenced
Letter of Credit (the "Letter of Credit") hereby irrevocably transfers to the
following named transferee (the "Transferee"):
(Name of Transferee)
(Address)
all rights of the undersigned beneficiary to draw under the above Letter of
Credit in its entirety.
By this transfer, all rights of the undersigned beneficiary in the Letter
of Credit are transferred to the Transferee and the Transferee shall have the
sole rights as beneficiary thereof, including sole rights relating to any
amendments of the Letter of Credit, whether such amendments now exist or are
made after the date hereof. All amendments of the Letter of Credit are to be
advised direct to the Transferee without necessity of any consent of or notice
to the undersigned beneficiary. The undersigned hereby certifies that the
Transferee has become successor Collateral Agent under the Collateral Agency
Agreement, and has accepted such appointment in writing.
____________________________
*For transfer of Letter of Credit to successor Collateral Agent.
*This page constitutes page____of____ pages of Letter of Credit and is not be
detached.
M1:0120095.02
18
The original of such Letter of Credit is returned herewith, and in
accordance therewith we ask you to endorse the transfer on the reverse thereof,
and forward it directly to the Transferee with your customary notice of
transfer.
Yours very truly,
NORWEST BANK MINNESOTA, N.A.
Collateral Agent
By:________________________________
Name:
Title:
*This page constitutes page____of____pages of Letter of Credit and is not be
detached.
M1:0120095.01
19
EXHIBIT G
OPINION OF COUNSEL TO LETTER OF CREDIT BANK
(i) The Bank is a national banking association duly organized, validly
existing and in good standing under the laws of the United States of America.
(ii) The Letter of Credit has been duly authorized by all necessary
action on the part of the Bank.
(iii) The Letter of Credit has been duly executed, acknowledged and
delivered on behalf of the Bank and constitutes the legal, valid and binding
obligation of the Bank enforceable against the Bank in accordance with its
terms.
(iv) The issuance by the Bank of the Letter of Credit and the
performance by the Bank of its obligations thereunder are within the Bank's
corporate power as a national banking association, require no consent or
approval of or filing, other than filings in the ordinary course of the Bank's
business, with any governmental or other regulatory agency, and do not conflict
with or constitute a breach of or default under, any indenture, commitment,
agreement or other instrument to which the Bank is a party or by which it is
bound or under any existing law, rule, regulation, ordinance, judgment, order or
decree to which the Bank is subject.
(v) There is no action, suit, proceeding, inquiry or investigation at
law or in equity, or before or by any court, public board or body pending or, to
the best of our knowledge, threatened, against the Bank, which in any way could
adversely affect the validity or enforceability of the Letter of Credit or which
would materially adversely affect the financial condition or operations of the
Bank.
(vi) Payment of principal of, and interest on the Notes from funds
paid by the Bank pursuant to a draft drawn under and in accordance with the
terms of the Letter of Credit would not constitute a voidable preference under
the United States Bankruptcy Code, 11 USC Section 547 or under the applicable
laws or regulations in the event of a bankruptcy or insolvency of the Company.
M1:0119444.03
20
COLLATERAL AGENCY AGREEMENT
COLLATERAL AGENCY AGREEMENT ("Agreement"), dated as of March 29, 1996
among Great-West Life & Annuity Insurance Company ("Great-West"), The Variable
Annuity Life Insurance Company ("Variable"), The Minnesota Mutual Life
Insurance Company ("MMLIC"), Mutual Trust Life Insurance Company ("Mutual"),
National Travelers Life Company ("National"), and The Reliable Life Insurance
Company ("Reliable") (each of Great-West, Variable, MMLIC, Mutual, National and
Reliable, a "Noteholder" and, collectively, the "Noteholders"), and Norwest
Bank Minnesota, N.A. as agent (the "Collateral Agent").
WITNESSETH:
WHEREAS, Savannah Foods & Industries, Inc., a Delaware corporation (the
"Company"), entered into those certain Note Agreements, each dated as of
September 1, 1992, each as amended by that certain First Amendment to Note
Agreements effective as of June 15, 1994, and that certain Waiver and Second
Amendment to Note Agreements dated on or about June 28, 1995 (each, as
heretofore amended and as may be further amended from time to time, a "Note
Agreement" and, collectively, the "Note Agreements"), with each of the
Noteholders (or their predecessors in interest), pursuant to which the Company
issued its 8.35% Series A Senior Notes Due November 1, 2002 in the aggregate
original principal amount of $50,000,000 (the "Series A Notes") and its 7.15%
Series B Senior Notes Due November 1, 2002 in the aggregate original principal
amount of $20,000,000 (the "Series B Notes" and, collectively with the Series A
Notes, the "Notes");
WHEREAS, the Company and the Noteholders have agreed to enter into that
certain Third Amendment to Note Agreements of even date herewith to, among
other things, eliminate certain covenants of the Company, modify the "Events of
Default" under the Note Agreements, and provide for the issuance of an
irrevocable standby letter of credit (together with any letter of credit issued
in substitution therefor in accordance with the Note Agreements, the "Letter of
Credit") for the benefit of the Noteholders; and
WHEREAS, the Noteholders wish to appoint the Collateral Agent to act as
their agent on their behalf under the Letter of Credit.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, the Noteholders and the Collateral Agent agree
as follows:
1. Appointment and Authorization. Each Noteholder designates and appoints
the Collateral Agent as the agent of such Noteholder under the Letter of
Credit, and authorizes the Collateral Agent to take such action as agent on its
behalf and to exercise such
21
powers and perform such duties under the Letter of Credit, as are delegated to
the Collateral Agent by the terms hereof, together with all such powers as are
reasonably incidental thereto.
2. Duties and Powers of Collateral Agent.
(a) Except as otherwise expressly provided in this Agreement, the
Collateral Agent (i) shall not take, and shall be fully justified in failing or
refusing to take, any action under this Agreement or the Letter of Credit
unless it shall first receive such advice or concurrence of the Required
Noteholders (as hereinafter defined), and (ii) shall take such actions under
this Agreement or the Letter of Credit upon written direction of the Required
Noteholders, and any action taken or failure to act pursuant thereto shall be
binding upon all of the Noteholders and all future holders of the Notes.
(b) Once each calendar quarter during the term of this Agreement, the
Collateral Agent shall determine the Standard & Poor's rating of the issuer of
the Letter of Credit and, if such rating is below A+, shall give prompt written
notice thereof to the Noteholders. In addition, the Collateral Agent shall
immediately notify the Noteholders in the event there is not delivered to the
Collateral Agent at least sixty (60) days prior to the expiry date of any
Letter of Credit (as such expiry date may be automatically extended from time
to time in accordance with the terms of such Letter of Credit) either (i) a
renewal of such Letter of Credit, or (ii) a new Letter of Credit in
substitution therefor. The Collateral Agent shall deliver to the Noteholders,
within two (2) business days of its receipt thereof, any renewal of a Letter of
Credit or any substitute Letter of Credit, together with a letter from the
Collateral Agent stating that such renewal or substitution has been received
but has not been reviewed by the Collateral Agent to determine its compliance
with the terms and conditions of the Note Agreements. The Collateral Agent
shall not surrender a Letter of Credit for which a substitute Letter of Credit
has been delivered, except upon written direction of the Required Noteholders.
(c) Upon written notice from the Required Noteholders (i) that an Event of
Default has occurred and the Notes have been accelerated or that the Notes are
to be prepaid in full by a draw on the Letter of Credit; (ii) that the Notes
have theretofore been paid or prepaid in full by the Company, thereafter a
petition was filed by or against the Company commencing a case under the United
States Bankruptcy Code (a "Bankruptcy Petition") and the date of such payment
or prepayment was within the ninety (90)-day period prior to the date of the
filing of the Bankruptcy Petition (calculated in accordance with the provisions
of Federal Rules of Bankruptcy Procedures 9006(a)); or (iii) that the Notes
have theretofore been paid or prepaid in full but the expiry date of the Letter
of Credit (as such expiry date may be automatically extended from time to time
in accordance with the terms of such Letter of Credit) is ninety-five (95) days
or less after the date of payment or prepayment and the Company has not caused
a renewal or substitute Letter of Credit to be delivered to the Collateral
Agent in accordance with the provisions of the Note Agreements at least sixty
(60) days prior to such expiry date, then, upon any such event, the Collateral
Agent shall submit a draft under the Letter of Credit for the aggregate unpaid
principal amount of and accrued
2
22
interest on the Notes as of the date of the draft, together with the aggregate
amount (the "Potential Preference Amount") of principal and interest paid or
prepaid on the Notes during the Applicable Period, as hereinafter defined.
"Applicable Period" shall mean:
(1) for a draw with respect to the
foregoing clause (i) of this Section 2(c), the period
commencing on the date specified below and ending on the
date of such draw --
(A) if a proceeding instituted by the filing of a
Bankruptcy Petition is pending at the time of such
draw, the period commences ninety (90) days prior to
the filing of such Bankruptcy Petition (calculated in
accordance with the provisions of Federal Rules of
Bankruptcy Procedures 9006(a)); or
(B) if no proceeding instituted by the filing of a
Bankruptcy Petition is pending at the time of such
draw, the period commences on the date ninety-five (95)
days prior to such draw;
(2) for a draw with respect to the
foregoing clause (ii) of this Section 2(c), the period
commencing on the date ninety (90) days prior to the
filing of the Bankruptcy Petition (calculated in
accordance with the provisions of Federal Rules of
Bankruptcy Procedures 9006(a)) and ending on the date of
such draw; and
(3) for a draw with respect to the
foregoing clause (iii) of this Section 2(c), the period
commencing on the date ninety-five (95) days prior to
the date of the draw and ending on the date of such
draw.
(d) The Collateral Agent shall distribute the proceeds from the Letter of
Credit as follows: (i) proceeds with respect to the aggregate unpaid principal
amount of and accrued interest on the Notes as of the date of the draft shall
be distributed by wire transfer of immediately available funds within one (1)
business day of receipt by the Collateral Agent to the Noteholders, based upon
the unpaid principal amount of and accrued interest on the Notes held by each
such Noteholder; (ii) if a proceeding initiated by the filing of a Bankruptcy
Petition is pending on the date of the draft, proceeds with respect to any
Potential Preference Amount shall be distributed as soon as practicable to the
Company as debtor-in-possession, or if a trustee is appointed in the bankruptcy
proceeding, to the trustee; and (iii) if a proceeding initiated by the filing
of a Bankruptcy Petition is not pending on the date of the draft, the
Collateral Agent shall hold the proceeds with respect to any Potential
Preference Amount for the balance of the ninety-five (95) day period from and
after the payment or prepayment of the Notes, shall thereafter inquire in
writing of the Noteholders as to whether
3
23
a Bankruptcy Petition has been filed by or against the Company during such
ninety-five (95) day period, and upon receipt of the written response from the
Required Noteholders shall either (x) if a Bankruptcy Petition has been filed
by or against the Company and the date of such payment or prepayment was within
the ninety (90)-day period prior to the filing of the Bankruptcy Petition
(calculated in accordance with the provisions of Federal Rules of Bankruptcy
Procedures 9006(a)), distribute such proceeds of the Letter of Credit to the
Company as debtor-in-possession, or if a trustee is appointed in the bankruptcy
proceeding, to the trustee, or (y) remit such proceeds to the issuer of the
Letter of Credit if no such Bankruptcy Petition has been filed.
(e) The obligations of the Collateral Agent hereunder are only those
expressly set forth herein. Without limiting the generality of the foregoing,
the Collateral Agent shall not be required to take any action with respect to
any Event of Default or Default (as defined in the Note Agreements), except as
expressly provided in this Agreement.
3. Consultation with Experts. The Collateral Agent may consult with legal
counsel, independent public accountants and other experts selected by it and
shall not be liable for any action taken, or omitted to be taken, by it in good
faith in accordance with the advice of such counsel, accountants or experts.
4. Liability of Collateral Agent. Neither the Collateral Agent nor any of
its directors, officers, agents, employees or affiliates shall be liable for
any actions taken or not taken by them in connection herewith (i) with the
consent or at the request of the Required Noteholders or (ii) in the absence
of their own gross negligence, willful misconduct or, solely with respect to
the handling of funds, simple negligence. Neither the Collateral Agent nor any
of its directors, officers, agents, employees or affiliates shall be
responsible for or have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with this Agreement or
the Note Agreements, or in any certificate, report, statement or other document
referred to or provided for therein, or received by the Collateral Agent under
or in connection therewith; (ii) the performance or observance of any of the
covenants or agreements of the Company; or (iii) the validity, effectiveness or
genuineness of any Letter of Credit or any other instrument or writing
furnished in connection herewith. The Collateral Agent shall not incur any
liability in acting in reliance upon any notice, consent, certificate,
statement, or other writing believed by it to be genuine or to be signed by the
proper party or parties. Each Noteholder has independently evaluated all
aspects of the transactions contemplated by the Note Agreements and the
Collateral Agent (i) shall not be responsible for any representations or
warranties made by the Company, and (ii) makes no representation or warranty as
to the Company, any financial statements submitted by or for the Company, any
risk of loss with respect to any loan evidenced by the Notes or any other
matter whatsoever.
5. Notice of Default. The Collateral Agent shall not be deemed to have
knowledge or notice of the occurrence of any Event of Default or Default under
the Note Agreements, unless the Collateral Agent has received written notice
from a Noteholder or the
4
24
Company describing such Default or Event of Default and stating that such
notice is a notice of default. In the event that the Collateral Agent receives
such a notice, the Collateral Agent shall give notice thereof to the
Noteholders. The Collateral Agent shall take such action under the Letter of
Credit with respect to such Default or Event of Default as shall be directed by
the Required Noteholders.
6. Indemnification. Each Noteholder shall, ratably in accordance with the
principal amount of the Notes held by such Noteholder, indemnify the Collateral
Agent (to the extent not reimbursed by the Company) against any cost, expense
(including counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from the Collateral Agent's gross negligence
or willful misconduct) that the Collateral Agent may suffer or incur in
connection with this Agreement or any action taken or omitted by the Collateral
Agent hereunder or under the Letter of Credit. The Collateral Agent may apply
any payments received from the Company or any other person first to reimburse
itself for such costs, expenses, claims, demands, actions, losses and
liabilities.
7. Resignation or Replacement of the Collateral Agent.
(a) The Collateral Agent may resign as collateral agent by delivering
written notice thereof to the Noteholders, specifying the date (not earlier
than 60 days after the giving of such notice) when such resignation shall take
effect. Such resignation shall become effective on the date specified in such
notice, unless prior to such date a successor collateral agent shall have been
appointed as provided in subsection (c) below, in which event such resignation
shall take effect immediately upon the appointment of such successor collateral
agent.
(b) The Collateral Agent may be removed at any time, with or without
cause, by an instrument in writing executed by the Required Noteholders and
delivered to the Collateral Agent, a copy of which shall forthwith be sent by
such Noteholders to the Company, giving notice of such removal and the date
when it shall take effect.
(c) In case at any time the Collateral Agent shall resign or be removed or
otherwise become incapable of acting, a successor collateral agent may be
appointed by an instrument in writing executed by the Required Noteholders.
(d) Any new collateral agent appointed pursuant to any of the provisions
hereof shall execute, acknowledge and deliver to the Noteholders, with a copy
to the Company, an instrument accepting such appointment, and thereupon such
new collateral agent, without any further act, deed or conveyance, shall become
vested with all the rights and powers of its predecessor hereunder with like
effect as if originally named as collateral agent herein. The collateral agent
ceasing to act shall deliver to such new collateral agent, or, if no new
collateral agent shall have been appointed, to such Noteholder or Noteholders
as such withdrawing collateral agent shall, in its sole discretion, designate,
without recourse and
5
25
without representation or warranties of any kind, express of implied, any
collateral in its possession in the same form as received.
8. Required Noteholders. Each of the Noteholders agrees that (i) whenever
in this Agreement or the Letter of Credit, the Collateral Agent, acting on
behalf of the Noteholders, is authorized or permitted to approve, consent to,
waive, take or direct any action, inaction or another matter, (ii) whenever any
of the Noteholders desires to amend, modify, discharge, release, terminate,
supplement or waive any provision or provisions of the Letter of Credit, or
(iii) whenever any of the Noteholders desires to deal in any way whatsoever
with, or to take any action whatsoever with respect to, the Letter of Credit,
including, without limitation, exercising or enforcing any rights or remedies
under the Letter of Credit, such approval, consent, waiver, taking or
direction, or such amendment, modification, discharge, release, termination,
supplementation or waiver, or such dealing or action, as the case may be, shall
require and be valid only upon the concurrence of Noteholders representing at
least 66-2/3% of the aggregate then unpaid principal amount of all the Notes
outstanding at the time such vote is taken (or if no Notes are then
outstanding, such percentage shall be determined based upon the Notes
outstanding immediately prior to the most recent payment or prepayment of the
Notes) (the "Required Noteholders").
9. Collateral Agent's Fees. All fees charged by the Collateral Agent as
compensation for its services provided pursuant to this Agreement shall be paid
by the Company; provided, however, the Noteholders acknowledge and agree that
the Collateral Agent may deduct pro rata from the amount of any proceeds to be
distributed to the Noteholders as provided in Section 2(d) above the amount of
all outstanding and unpaid fees at such time.
10. Notices. Any notice hereunder shall be in writing and transmitted by
(i) telecopier (with duplicate notice sent by overnight air express service),
(ii) Express Mail, Federal Express or similar overnight air express service, or
(iii) first class mail, and if to the Collateral Agent, addressed to the
Collateral Agent at the address shown below its signature hereto, or at such
other address as it may, by written notice given to the Noteholders, have
designated as its address for such purposes, and if to the Noteholders,
addressed to the Noteholders at their respective addresses shown on Schedule A
attached hereto, or at such other address as any Noteholder may, by written
notice given to the other Noteholders and the Collateral Agent, have designated
as its address for such purpose.
11. Representations and Warranties by Noteholders. Each Noteholder
hereby severally represents and warrants that set forth below its name on
Schedule A attached hereto is the principal amount of the Notes held by such
Noteholder, the notice address for such Noteholder, and the wire transfer
instructions where any proceeds of the Letter of Credit to be delivered to such
Noteholder shall be sent.
6
26
12. Amendment. This Agreement, or any provision hereof, may be amended
at any time only by written agreement executed by the Collateral Agent and the
Required Noteholders.
13. Captions. Captions used in this Agreement are for convenience only
and shall not affect the construction of this Agreement.
14. Governing Law. This Agreement shall be a contract made under and
governed by the internal laws of the State of Illinois.
15. Successors and Assigns; Transfer of Notes. This Agreement shall be
binding upon and shall inure to the benefit of each Noteholder and its
respective successors and assigns, including without limitation each transferee
of any of the Notes. Each Noteholder agrees that if it transfers any Note, or
any part thereof, it will prior to the closing of such transfer provide the
transferee with a copy of this Agreement and promptly after such closing shall
notify the Collateral Agent in writing of such transfer, whereupon the
transferee shall become a "Noteholder" for purposes of the Agreement. The
Collateral Agent shall be entitled to assume conclusively that no such transfer
has been made, unless and until such written notice is received. Each
transferee of any Note, or any part thereof, shall take such Note or part
thereof subject to the provisions of this Agreement and to any notice given or
other action taken hereunder prior to the receipt by the Collateral Agent of
written notice of such transfer.
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which shall
constitute but one Agreement.
7
27
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COLLATERAL AGENT: NORWEST BANK MINNESOTA, N.A.
By:_____________________________________
Name:
Title:
Address: Norwest Bank Minnesota, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0069
Attention: Corporate Trust
Telefacsimile No.: (612) 667-9825
Confirmation No.: (612) 667-3252
NOTEHOLDERS: GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY
By:_____________________________________
Name:
Title:
And: __________________________________
Name:
Title:
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
By:_____________________________________
Name:
Title:
8
28
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By: MIMLIC ASSET MANAGEMENT COMPANY
By:_____________________________________
Name:
Title:
MUTUAL TRUST LIFE INSURANCE
COMPANY
By: MIMLIC ASSET MANAGEMENT COMPANY
By:_____________________________________
Name:
Title:
NATIONAL TRAVELERS LIFE COMPANY
By: MIMLIC ASSET MANAGEMENT COMPANY
By:_____________________________________
Name:
Title:
THE RELIABLE LIFE INSURANCE
COMPANY
By: MIMLIC ASSET MANAGEMENT COMPANY
By:_____________________________________
Name:
Title:
M1:0119423.05
9
29
NAME AND ADDRESS OUTSTANDING PRINCIPAL AMOUNT
OF HOLDER OF NOTES HELD
GREAT-WEST LIFE AND ANNUITY Series A Series B
INSURANCE COMPANY $25,000,000 $2,428,571.43
8515 East Orchard Road
3rd Floor, Tower 2
Englewood, Colorado 80111
Attention: U.S. Private Placement Investments
Telefacsimile No.: (303) 689-6193
Confirmation No.: (303) 889-3000
Payments
All payments on or in respect of the Notes
to be by bank wire transfer of Federal or
other immediately available funds
(identifying each payment as "Savannah
Foods & Industries, Inc., 8.35% Series A
Senior Notes due 2002 or 7.15% Series B
Senior Notes due 2002, principal or
interest" and further identifying the
allocation of each payment between
principal and interest and confirming the
principal balance) to:
Norwest Bank Minnesota, N.A.
Norwest Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0047
ABA No. 091000019
for credit to the
Trust Clearing Account 08-40-245
Re: The Great-West Life
for Account No. 12468800
Notices
All notices of payments, on or in respect
of the Notes and written confirmation of
each such payment to:
SCHEDULE A
(to Collateral Agency Agreement)
30
Norwest Bank Minnesota, N.A.
733 Marquette Avenue
Investors Building, 5th Floor
Minneapolis, Minnesota 55479-0047
Attention: Income Collections
All notices and communications other than
those in respect to payments to be
addressed as first provided above.
Name of Nominee in which Notes are held: None
Taxpayer I.D. No. 84-0467907
A-2
31
NAME AND ADDRESS OUTSTANDING PRINCIPAL AMOUNT
OF HOLDER OF NOTES HELD
Series A Series B
THE VARIABLE ANNUITY LIFE $10,000,000 $9,714,285.71
INSURANCE COMPANY
c/o American General Corporation
P.O. Box 3247
Houston, Texas 77253-3247
(or if by overnight delivery service to
the following street address:)
2929 Allen Parkway
Houston, Texas 77019-2155
Attention: Investment Research Department, A37-01
Telefacsimile No.: (713) 831 - 1366
Confirmation No.: (713) 831 - 1140
Payments
All payments on or in respect of the Notes
to be by bank wire transfer of Federal or
other immediately available funds
(identifying each payment as "Savannah
Foods & Industries, Inc., 8.35% Series A
Senior Notes due 2002 or 7.15% Series B
Senior Notes due 2002. principal or
interest") to:
State Street Bank and Trust Company
Boston, Massachusetts 02101
ABA No. 011000028
Re: The Variable Annuity Life
Insurance Company
Account No. 0125-821-9
Fund Number: PA 54
Notices
All notices of payment, on or in respect
of the Notes and written confirmation of
each such payment to:
The Variable Annuity Life
Insurance Company and PA 54
c/o State Street Bank and Trust Company
Insurance Services Custody (AH2)
1776 Heritage Drive
North Quincy, Massachusetts 02171
A-3
32
All notices and communications, including
a duplicate copy of all notices in respect
to payments to be addressed as first
provided above.
Name of Nominee in which Notes are held: None
Taxpayer I.D. No. 74-1625348
A-4
33
NAME AND ADDRESS OUTSTANDING PRINCIPAL AMOUNT
OF HOLDER OF NOTES HELD
Series A Series B
THE MINNESOTA MUTUAL LIFE $10,285,714.28 $-0-
INSURANCE COMPANY
400 North Robert Street
St. Paul, Minnesota 55101
Attention: MIMLIC Asset Management Company
Telefacsimile No.: (612) 223-5959
Confirmation No.: (612) 298-3826
Payments
All payments on or in respect of the Notes
to be by bank wire transfer of Federal or
other immediately available funds
(identifying each payment as "Savannah
Foods & Industries, Inc., 8.35% Series A
Senior Notes due 2000, principal or
interest") to:
First Bank National Association
Minneapolis, Minnesota
ABA #091000022,
BNF The Minnesota Mutual
Life Insurance Company
Account No. 1-801-10-006004
Notices
All notices and communications, including
notices with respect to payments and
written confirmation of each such payment,
to be addressed as first provided above.
Name of Nominee in which Notes are held: None
Taxpayer I.D. No. 41-0417830
A-5
34
NAME AND ADDRESS OUTSTANDING PRINCIPAL AMOUNT
OF HOLDER OF NOTES HELD
Series A Series B
MUTUAL TRUST LIFE INSURANCE COMPANY $ 857,142.86 $ -0-
c/o MIMLIC Asset Management Company
400 North Robert Street
St. Paul, Minnesota 55101
Attention: Client Administrator
Telefacsimile No.: (612) 223-5959
Confirmation No.: (612) 298-3826
Payments
All payments on or in respect of the Notes
to be by bank wire transfer of Federal or
other immediately available funds
(identifying each payment as "Savannah
Foods & Industries. Inc., 8.35% Series A
Senior Notes due 2002, principal or
interest") to:
The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
ABA No. 07-1000-152
for credit wire account No. 5186041000, for
further credit to Mutual Trust Life Insurance
Company, Account No. 26-00621
Attention: M.B.S. Department
for credit to Mutual Trust Life Insurance
Company Account No. 26-00621
Notices
All notices and communications, including
notices with respect to payments and
written confirmation of each such payment,
to be addressed as first provided above.
Name of Nominee in which Notes are held: ELL & Co.
Taxpayer I.D. No. 36-1516780
A-6
35
NAME AND ADDRESS OUTSTANDING PRINCIPAL AMOUNT
OF HOLDER OF NOTES HELD
Series A Series B
NATIONAL TRAVELERS LIFE COMPANY $857,142.86 $-0-
c/o MIMLIC Asset Management Company
400 North Robert Street
St. Paul, Minnesota 55101
Attention: Client Administrator
Telefacsimile No.: (612) 223-5959
Confirmation No.: (612) 298-3826
Payments
All payments on or in respect of the Notes
to be by bank wire transfer of Federal or
other immediately available funds
(identifying each payment as "Savannah
Foods & Industries, Inc., 8.35% Series A
Senior Notes due 2002, principal or
interest") to:
First Bank, N.A.
Minneapolis, Minnesota
ABA # 091000022
For credit to:
First Trust, N.A.
Account # 180121167365, TSU: 050
For further credit to:
National Travelers Life Company
Account # 12609110
Attention: Peggy Sime
(612) 244-0647
Notices
All notices and communications, including
notices with respect to payments and
written confirmation of each such payment,
to be addressed as first provided above.
Name of Nominee in which Notes are held: Var & Co.
Taxpayer I.D. No. 42-0432940
A-7
36
NAME AND ADDRESS OUTSTANDING PRINCIPAL AMOUNT
OF HOLDER OF NOTES HELD
Series A Series B
THE RELIABLE LIFE INSURANCE COMPANY $857,142.86 $-0-
c/o MIMLIC Asset Management Company
400 North Robert Street
St. Paul, Minnesota 55101
Attention: Client Administrator
Telefacsimile No.: (612) 293-5959
Confirmation No.: (612) 298-3826
Payments
All payments on or in respect of the Notes
to be by bank wire transfer of Federal or
other immediately available funds
(identifying each payment as "Savannah
Foods & Industries, Inc., 8.35% Series A
Senior Notes due 2002, principal or
interest") to:
Mercantile Bank
St. Louis Missouri
ABA #081-000-210
Credit to:
The Reliable Life Insurance Company
Account #1000602969
Notices
All notices and communications, including
notices with respect to payments and
written confirmation of each such payment,
to be addressed as first provided above.
Name of Nominee in which Notes are held: None
Taxpayer I.D. No. 43-0476110
M1:0120113.04
A-8