-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M1wgEHIuZgmp9xclomSSrIq5YnGr35DAF8qV1nCZu2T5f60VMXVXCcEOCr4hcn9W UMdTL/ABVTTYfq+tm1jchA== 0000812128-02-000107.txt : 20020522 0000812128-02-000107.hdr.sgml : 20020522 20020522142813 ACCESSION NUMBER: 0000812128-02-000107 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERSON JOE FRANK ESTATE OF CENTRAL INDEX KEY: 0001056906 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] STATE OF INCORPORATION: MS FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 225 N 13TH AVE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 BUSINESS PHONE: 6016494030 MAIL ADDRESS: STREET 1: 225 N 13TH AVENUE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERSON FARMS INC CENTRAL INDEX KEY: 0000812128 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 640615843 STATE OF INCORPORATION: MS FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40009 FILM NUMBER: 02659712 BUSINESS ADDRESS: STREET 1: 225 N 13TH AVE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 BUSINESS PHONE: 6016494030 MAIL ADDRESS: STREET 1: 225 N 13TH AVENUE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 SC 13D 1 sch13d-estate.txt SCHE 13D FOR THE ESTATE OF JOE FRANK SANDERSON UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Sanderson Farms, Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 800013 (CUSIP Number) Estate of Joe Frank Sanderson 225 N. 13th Avenue Laurel, Mississippi 39440 (601) 649-4030 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box . NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 800013 1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Estate of Joe Frank Sanderson 64-6213477 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) 3) SEC USE ONLY 4) SOURCE OF FUNDS (See Instructions) Not applicable. 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6) CITIZENSHIP OR PLACE OF ORGANIZATION Estate subject to the laws of the State of Mississippi (7) SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 0 shares of Common Stock, $1.00 par value per share ("Common Stock") OWNED BY EACH (8) SHARED VOTING POWER REPORTING PERSON 2,399,672 shares of Common Stock WITH (9) SOLE DISPOSITIVE POWER 0 shares of Common Stock (10) SHARED DISPOSITIVE POWER 2,399,672 shares of Common Stock 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,399,672 shares of Common Stock 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.09% 14) TYPE OF REPORTING PERSON (See Instructions) 00 SCHEDULE 13D Preliminary Statement The Reporting Person files this Amendment No. 5 to Schedule 13D to report the distribution of 400,000 shares of Sanderson Farms, Inc. common stock on May 13, 2002 by the Estate of Joe Frank Sanderson to four of the primary beneficiaries of the Estate according to the will of Joe Frank Sanderson. This filing also reflects the sale of 55,000 shares of Sanderson Farms, Inc. common stock as reported in Item 5(a). ITEM 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, $1.00 par value per share (the "Common Stock"), of Sanderson Farms, Inc. a Mississippi corporation (the "Company"), whose principal executive offices are located at 225 N. 13th Avenue, Laurel, Mississippi 39440. ITEM 2. Identity and Background. (a) This statement is filed on behalf of the Estate of Joe Frank Sanderson (the "Estate"). (b) The Estate's address is c/o Joe F. Sanderson, Jr. or William R. Sanderson, co-executors, 225 N. 13th Avenue, Laurel, Mississippi 39440. (c) Not applicable. (d) During the last five years, the Estate has not been convicted in a criminal proceeding (excluding any traffic violations or similar misdemeanors). (e) During the last five years, the Estate has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, order, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Estate is subject to the laws of the State of Mississippi. ITEM 3. Source and Amount of Funds or Other Consideration. Not applicable. ITEM 4. Purpose of Transaction. On January 4, 1998, Joe Frank Sanderson died. The shares of Common Stock that Mr. Sanderson owned of record are now owned of record by the Estate, except for shares that the Estate has disposed of since that date. The co-executors of the Estate are Mr. Sanderson's sons, Joe F. Sanderson, Jr. and William R. Sanderson (the "Co-executors"). The Estate does not have any plans or proposals that relate to or would result in any of the following actions, except as set forth below and in the last paragraph of this Item 4: the acquisition by any person of additional securities of the Company or the disposition of securities of the Company, other than the distribution of Common Stock held by the Estate to the heirs and legatees under the decedent's last will (which heirs and legatees are primarily the decedent's four children, who include the Co-executors), and other than sales of Common Stock of the Company from time to time to the extent required to pay obligations of the Estate, including the existing bank loan described in Item 6. an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or any action similar to any of those enumerated above. Both of the Co-executors also are directors of the Company (and one is an officer of the Company) and members of the Company's Executive Committee and, as such, participate in deliberations of the Board of Directors and Executive Committee that could involve actions such as the foregoing from time to time; and, in keeping with their fiduciary duties as co-executors of the Estate, make proposals or recommendations to the Board of Directors and Executive Committee that could involve actions such as the foregoing from time to time. ITEM 5. Interest in Securities of the Issuer. (a) The Estate is the beneficial owner of 2,399,672 shares of Common Stock, representing approximately 18.09% of the shares of Common Stock of the Company outstanding. The amount reported in Amendment No. 4 was 2,854,672 shares. The difference results from the Estate's distribution of 400,000 shares on May 13, 2002 to the four primary beneficiaries of the Estate pursuant to the will of Joe Frank Sanderson. The four primary beneficiaries of the Estate are the four children of Joe Frank Sanderson, deceased. The Estate also sold, from time to time since Amendment No. 4, a total of 55,000 shares in open market transactions as follows: 10,000 shares at $25.405 per share on March 4, 2002, 20,000 shares at $25.4128 per share on March 5, 2002; 4,000 shares at $27.55 per share on April 4, 2002; 6,000 shares at $26.75 per share on April 5, 2002; 10,000 shares at $26.8045 per share on April 8, 2002; and 5,000 shares at $26.75 per share on April 9, 2002. (b) The Co-executors of the Estate share the power to vote or to direct the vote and to dispose or to direct the disposition (including selling or encumbering the shares or distributing them to heirs and legatees) of the shares of Common Stock owned of record by the Estate. Pursuant to Rule 13d-4 of the Exchange Act, each of the Co-executors disclaims the beneficial ownership of the shares of Common Stock owned of record by the Estate. Joe F. Sanderson, Jr. is the President and Chief Executive Officer of the Company and the Chairman of the Board of Directors of the Company. William R. Sanderson is employed as the Director of Marketing for the Company and is a member of the Board of Directors of the Company. The business address for each of them is 225 N. 13th Avenue, Laurel, Mississippi 39440. During the last five years, neither of them has been (a) convicted in a criminal proceeding (excluding any traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, order, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. They are both citizens of the United States. (c) During the past sixty days, the Estate has not effected any transactions involving the Common Stock of the Company other than as described in Item 5(a) above. (d) To the knowledge of the Estate, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned of record by the Estate. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to a Pledge Agreement dated as of March 31, 1999 between Bank of America National Trust and Savings Association (the "Lender") and the Co-executors of the Estate, solely in their capacities as co-executors, the Estate pledged 3,085,000 of its shares of Common Stock to secure its obligations under the Loan Agreement dated as of March 31, 1999 between the Lender and the Co-executors, solely in their capacities as co-executors. The Loan Agreement pertains to borrowings of $13,500,000, the proceeds of which were used primarily to pay estate taxes. On March 6, 2000, the Lender notified the Estate that it was in default under the Loan Agreement because the decline in market value of the Common Stock pledged as collateral for the Loan Agreement had caused the Estate to have insufficient collateral for the loan. Copies of the Loan Agreement and the related Pledge Agreement were filed as exhibits to the Schedule 13D filed by the Reporting Person on December 16, 1999 and are incorporated herein by reference. On March 21, 2000, the Estate paid in full all obligations under the Loan Agreement, using the funds made available under the Credit Agreement described in the following paragraph. On March 21, 2000, the Estate borrowed $13,500,000 from Harris Trust and Savings Bank and SunTrust Bank ( the "Banks") under a Credit Agreement of that date. The entire proceeds were used to pay off the Estate's loan from Bank of America National Trust and Savings Association. The loan under the Credit Agreement is secured by the Estate's pledge of 3,214,672 shares of Common Stock of the Company. This loan requires that the ratio of the principal amount of the loan, divided by the market value of the pledged Common Stock, not exceed 60%. In making this calculation, the value of the pledged Common Stock is its market value, except that if the market value is less than $5.00 per share the Common Stock is deemed to have no collateral value. In addition, in making this calculation the principal amount of the loan is reduced by any cash collateral held by the banks, and also by the principal amount of any guaranty of the loan that the Company may decide to provide to the banks. The Bank of America loan did not make provision for a guaranty by the Company. If a guaranty is provided by the Company, it will be released at the request of the Estate or the Company if, on the last day of any calendar quarter, the abovementioned ratio is 50% or less. The Estate has agreed to indemnify the Company against any loss from any such guaranty. Upon payment in full of the banks, the Company would succeed to the banks position as pledgee of the Common Stock, and the shares would secure the Estate's obligations to the Company. On March 30, 2001, the Estate entered into a First Amendment to the Credit Agreement and Term Notes between the Estate and the Banks. This amendment, among other things, provides for an extension of the first principal payment date from April 1, 2001 to April 1, 2002, and provides for the addition of certain real estate owned by the Estate as additional security for the loan. Pursuant to this amendment, the principal amount of the loan will be repaid in 16 consecutive quarterly installments beginning April 1, 2002, rather than 20 installments beginning April 1, 2000 as previously provided. On July 6, 2001, the Estate entered into a Second Amendment to the Credit Agreement and Term Notes between the Estate and the Banks. This Amendment, among other things, provides for the release of certain real estate interests owned by the Estate and held by the Banks as security for the Notes. Subsequent to this Amendment, on July 30, 2001, the Estate requested and received a waiver from the Banks allowing the Estate to distribute the Estate's real estate interests to the beneficiaries of the Estate, which distribution was made on July 30, 2001. On May 13, 2002, the Estate entered into a Third Amendment to the Credit Agreement and Term Notes between the Estate and the Banks. This Amendment, among other things, provides for the release of 400,000 shares of Sanderson Farms, Inc. as security for the Notes, waives certain financial covenants to allow the distribution of such stock to the primary beneficiaries of the Estate under the will of Joe Frank Sanderson, deceased, removes the requirement that the Estate provide annual audited financial statements to the Banks, and waives the past failure to provide audited financial statements to the Banks. Description of the contents of any document referred to in this Schedule 13D and filed or incorporated by reference as an exhibit hereto is necessarily not complete and, in each instance, reference is made to the document itself which is filed as an exhibit herewith or incorporated by reference herein. ITEM 7. Material Filed as Exhibits. EXHIBIT 1 Loan Agreement dated as of March 31, 1999 between Bank of America National Trust and Savings Association and Joe Franklin Sanderson, Jr. and William Ramon Sanderson, not individually but solely as co-executors of the Estate of Joe Franklin Sanderson, deceased (incorporated by reference to Exhibit 1 to Schedule 13D filed by the Estate of Joe Franklin Sanderson on December 16, 1999). EXHIBIT 2 Pledge Agreement dated as of March 31, 1999 between Bank of America National Trust and Savings Association and Joe Franklin Sanderson, Jr. and William Ramon Sanderson, not individually but solely as co-executors of the Estate of Joe Franklin Sanderson, deceased (incorporated by reference to Exhibit 2 to Schedule 13D filed by the Estate of Joe Franklin Sanderson on December 16, 1999). EXHIBIT 3 Credit Agreement dated as of March 21, 2000 among Joe Franklin Sanderson, Jr. and William Ramon Sanderson, not individually but solely as co-executors of the Estate of Joe Franklin Sanderson, deceased, and Harris Trust and Savings Bank and the lenders from time to time party thereto (incorporated by reference to Exhibit 1 to Amendment No. 1 to Schedule 13D filed by the Estate of Joe Franklin Sanderson on March 21, 2000). EXHIBIT 4 Pledge Agreement dated as of March 21, 2000 by and between Joe Franklin Sanderson, Jr. and William Ramon Sanderson, not individually but solely as co-executors of the Estate of Joe Franklin Sanderson, deceased, and Harris Trust and Savings Bank, acting as agent thereunder for the lenders identified therein (incorporated by reference to Exhibit 2 to Amendment No. 1 to Schedule 13D filed by the Estate of Joe Franklin Sanderson on March 21, 2000). EXHIBIT 5 First Amendment to Credit Agreement and Term Notes dated March 30, 2001 among Joe Frank Sanderson, Jr. and William Ramon Sanderson, not individually but solely as co-executors of the Estate of Joe Frank Sanderson, deceased, and Harris Trust and Savings Bank and SunTrust Bank (incorporated by reference to Exhibit 1 to Amendment No. 2 to Schedule 13D filed by the Estate of Joe Franklin Sanderson on March 30, 2000). EXHIBIT 6 Second Amendment to Credit Agreement and Term Notes dated July 6, 2001 among Joe Frank Sanderson, Jr. and William Ramon Sanderson, not individually but solely as co-executors of the Estate of Joe Frank Sanderson, deceased, and Harris Trust and Savings Bank and SunTrust Bank (incorporated by reference to Exhibit 1 to Amendment No. 3 to Schedule 13D filed by the Estate of Joe Franklin Sanderson on July 6, 2001). EXHIBIT 7 Stock Purchase Agreement dated January 3, 2002 between Sanderson Farms, Inc. and Joe F. Sanderson, Jr. and William R. Sanderson, as Co-Executors of the Estate of Joe Frank Sanderson and not in their individual capacities.(incorporated by reference to Exhibit 7 to Amendment No. 4 to Schedule 13D filed by the Estate of Joe Frank Sanderson on January 18, 2002). EXHIBIT 8 Third Amendment to Credit Agreement and Term Notes dated May 10, 2002 among Joe Frank Sanderson, Jr. and William R. Sanderson, not individually but solely as co-executors of the Estate of Joe Frank Sanderson, deceased, and Harris Trust and Savings Bank and SunTrust Bank. SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. ESTATE OF JOE FRANK SANDERSON By:/s/Joe F. Sanderson, Jr. ------------------------------------- Joe F. Sanderson, Jr., Co-Executor By: /William R. Sanderson ------------------------------------- William R. Sanderson, Co-Executor Dated: May 13, 2002 EX-99.H 3 creditagreementmay.txt THIRD AMENDMENT TO CREDIT AGREEMENT JOE FRANKLIN SANDERSON, JR. AND WILLIAM RAMON SANDERSON, NOT INDIVIDUALLY BUT SOLELY AS CO-EXECUTORS OF THE ESTATE OF JOE FRANKLIN SANDERSON, DECEASED THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER Harris Trust and Savings Bank Chicago, Illinois The Lenders from time to time parties hereto SunTrust Bank (formerly known as SunTrust Bank, Atlanta) Atlanta, Georgia Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of March 21, 2000, as amended (the "Credit Agreement"), among the undersigned, JOE FRANKLIN SANDERSON, JR. AND WILLIAM RAMON SANDERSON, not individually but solely as co-executors of the estate of Joe Franklin Sanderson, Deceased (the "Borrower"), you (the "Banks") and Harris Trust and Savings Bank, as agent for the Banks (the "Agent"). All defined terms used herein shall have the same meaning as in the Credit Agreement unless otherwise defined herein. The Borrower has requested that the Banks amend the Credit Agreement to permit defeased tax-exempt municipal bonds to be pledged to the Agent as Collateral for the Loans, to include such tax-exempt bonds in the calculation of the Loan to Value Ratio and to waive certain requirements of Sections 7.2(a) and 7.10 of the Credit Agreement and to amend certain other provisions of the Credit Agreement, and the Banks are willing to do so in the manner and on the terms and conditions set forth herein. 1. AMENDMENTS. Upon satisfaction of all of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended as follows: 1.1. The last sentence of Section 2.2 of the Credit Agreement shall be amended to read as follows: ""Market Value" means, with respect to any Securities and any Escrowed Municipal Bonds as of any day, to the extent quotations are available, the closing sale price of the Securities or such Escrowed Municipal Bonds, as the case may be, on the preceding Business Day as appearing on any regularly published reporting or quotation service or, if there is no closing sale price, any reasonable estimate used by the Borrower or the Agent in accordance with sound banking practices; provided, however, that any equity Securities having a closing sale price of less than $5 per share or unit shall be deemed to have a Market Value of zero dollars ($0)." 1.2. Section 4 of the Credit Agreement shall be amended by adding the following definition thereto in the appropriate alphabetical order: " "Escrowed Municipal Bonds" means any municipal bond or note that (a) has been defeased by the irrevocable deposit in trust for the benefit of the holders thereof of direct full faith and credit obligations of the United States of America in an amount sufficient to pay when due all principal of and interest on such municipal bond or note in accordance with the trust indenture or other document governing the terms of such bond or note, (b) is traded on a nationally recognized securities exchange, and (c) has a rating of not less than AAA by Moody's Investor Services, Inc. and Aaa by Standard & Poor's." 1.3. The definition of the term "Cash Collateral" contained in Section 4 of the Credit Agreement shall be amended to read as follows: ""Cash Collateral" shall mean cash or cash equivalents (including without limitation Escrowed Municipal Bonds) in which the Borrower has granted to the Agent a first priority security interest as Collateral for the Term Loans." 1.4. Section 5.8 of the Credit Agreement shall be amended by replacing the figure "3,229,672" appearing therein with the figure "2,799,672". 1.5. Section 7.2(a) of the Credit Agreement shall be amended to read as follows: "(a) Intentionally omitted;". 2. WAIVER. 2.1. (a) The first paragraph of Section 7.10 of the Credit Agreement permitted the Borrower to distribute shares of the common stock of Sanderson Farms, Inc. upon the terms and conditions contained therein. One of those conditions is that after giving effect to a proposed distribution the Borrower's Net Worth is not less than $2,500,000 (the "Net Worth Requirement"). The Borrower wishes to distribute up to 400,000 shares of the common stock of Sanderson Farms, Inc. during calendar year 2002 and has requested that the Banks waive the Net Worth Requirement. Upon satisfaction of the conditions precedent set forth in Section 3 hereof, the Banks hereby waive the Net Worth Requirement to the extent necessary to permit the Borrower to distribute up to 400,000 shares of the common stock of Sanderson Farms, Inc. during calendar year 2002, provided that all other terms and conditions specified in Section 7.10 of the Credit Agreement are satisfied at the time of such distribution. (b) Section 7.2(a) of the Credit Agreement requires that the Borrower deliver its annual audited financial statements to the Banks by February 15 of each year. The Borrower requests that the Banks waive, and upon satisfaction of the conditions precedent set forth in Section 3 hereof the Banks hereby waive, the requirements of Section 7.2(a) of the Credit Agreement for all years ending prior to the date of this Amendment. 2.2. The waivers contained in Section 2.1 of this Amendment is limited to matters set forth in that Section, and the Borrower agrees that it remains obligated to comply with the terms of the Credit Agreement and the other Loan Documents, and that the Banks shall not be obligated in the future to waive any provision of the Credit Agreement or the other Loan Documents as a result of having provided the waiver contained herein. 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 3.1. The Borrower, the Agent and each of the Banks shall have executed this Amendment. 4. REPRESENTATIONS AND WARRANTIES. 4.1. Each of the representations and warranties set forth in Section 5 of the Credit Agreement are true and correct. 4.2. The Borrower is in full compliance with all of the terms and conditions of the Credit Agreement and, after giving effect to this Amendment, no Event of Default or Potential Default has occurred and is continuing thereunder or shall result after giving effect to this Amendment. 5. MISCELLANEOUS. 5.1. Reference to this specific Amendment need not be made in any note, document, letter, certificate, the Credit Agreement itself, the Notes, or any communication issued or made pursuant to or with respect to the Credit Agreement or the Notes, any reference to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 5.2. This Amendment may be executed in any number of counterparts, and by the different parties on different counterparts, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of Illinois. Upon acceptance hereof by the Agent and the Banks in the manner hereinafter set forth, this Amendment shall be a contract between us for the purposes hereinabove set forth. Dated as of May 13, 2002. /s/Joe Franklin Sanderson, Jr. ------------------------------- JOE FRANKLIN SANDERSON, JR., AS CO- EXECUTOR OF THE ESTATE OF JOE FRANKLIN SANDERSON, DECEASED, AND NOT IN HIS INDIVIDUAL CAPACITY /s/William Ramon Sanderson -------------------------------- WILLIAM RAMON SANDERSON, AS CO- EXECUTOR OF THE ESTATE OF JOE FRANKLIN SANDERSON, DECEASED, AND NOT IN HIS INDIVIDUAL CAPACITY Accepted and agreed to as of the day and year last above written. HARRIS TRUST AND SAVINGS BANK individually and as Agent By /s/Curt Flammini Its Vice President SUNTRUST BANK By /s/James V. Kentwood Its: Vice-President -----END PRIVACY-ENHANCED MESSAGE-----