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EXHIBIT 10.25
LETTER AMENDMENT
TO THIRD AMENDED AND RESTATED REVOLVING CREDIT TERM LOAN
AND REIMBURSEMENT AGREEMENT
BETWEEN NATIONSBANK AND NABI
DATED AUGUST 1, 1996
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NationsBank
August 1, 1996
Xx. Xxxxxx X. Xxxxxxxxx
Chief Financial Officer
NABI
0000 Xxxx xx Xxxxxxxx Xxxx., X.X.
Xxxx Xxxxx, XX 00000
RE: THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (THE
"AGREEMENT") DATED AS OF DECEMBER 1, 1994 BETWEEN NATIONSBANK, N.A. (SOUTH)
(F/K/A NATIONSBANK OF FLORIDA, N.A.) AS LENDER AND AGENT AND NABI (F/K/A NORTH
AMERICAN BIOLOGICALS, INC.) AS BORROWER.
Dear Xx. Xxxxxxxxx:
Reference is hereby made to the Agreement between NationsBank and NABI. Unless
otherwise defined herein, all capitalized terms used shall have the meanings
set forth in the Agreement.
1) Borrower has requested and NationsBank has agreed to a waiver of Section
8.11 of the Agreement, specifically to permit the Borrower to re-purchase
the lesser of (i) up to 1,724,322 shares or, (ii) five percent (5%) of its
outstanding Common Stock, at a maximum purchase price of $12 per share,
effective as of the date of this letter.
2) NationsBank hereby agrees to amend Sections 8.01 and 8.04 as follows:
SECTION 8.01: CONSOLIDATED TANGIBLE NET WORTH
Permit Consolidated Tangible Net Worth to be less than $28,000,000 on
September 30, 1996, such amount to be increased at the end of each
fiscal quarter, beginning with the fiscal quarter ending December 31,
1996 by at least 50% of Consolidated Net Income greater than zero for
the immediately preceding fiscal quarter.
SECTION 8.04: CONSOLIDATED LEVERAGE RATIO
Permit as at the quarters ending on the dates set forth below the
Consolidated Leverage Ratio to be more than the ratios set forth
opposite such date, respectively:
PERIOD RATIO
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March 31, 1996 5.25 to 1.00
June 30, 1996 4.25 to 1.00
September 30, 1996 4.25 to 1.00
December 31, 1996 4.00 to 1.00
March 31, 1997 3.75 to 1.00
June 30, 1997 through December 31, 1997 3.50 to 1.00
Each fiscal quarter thereafter 3.00 to 1.00
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NationsBank hereby agrees to such waiver and amendment subject to the
satisfaction and conditions set forth in this letter. The provisions of this
waiver and amendment shall only become effective upon receipt by NationsBank of
duly executed copies of this letter. Except as expressly waived, amended or
otherwise specifically provided, all of the terms or conditions of the Agreement
and each document executed in connection therewith shall remain unamended,
unmodified and unwaived and shall continue to be in full force and effect in
accordance with their respective terms.
The waiver and amendment set forth herein shall be limited precisely as provided
for herein to the provisions expressly waived or amended herein and shall not be
deemed a waiver of, amendment of, consent to or modification of any other term
or provision of the Agreement or any transaction of future transaction on the
part of the Borrower requiring NationsBank consent under the Agreement.
Please acknowledge your agreement to the foregoing by executing below.
NATIONSBANK, N.A. (SOUTH)
By: /s/ Xxxxxxx Xxxxxxxx
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Its: Vice President
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READ AND AGREED TO:
By: /s/ Xxxxxx X. Xxxxxxxxx
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Its: Senior Vice President & Chief Financial Officer
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