November 8, 1996
Mr. Xxxxxxx Xxxxx
President
Vita Food Products, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Commitment for extension of maturity date of loan between
Vita Food Products, Inc. ("Company") and American National
Bank and Trust Company of Chicago, successor in interest
to NBD ("Bank")
Dear Xx. Xxxxx:
As you know, Vita Food Products, Inc., an Illinois corporation, and NBD
Bank entered into a loan arrangement evidenced by that certain Loan and Security
Agreement dated as of March 20, 1995 (the "Loan Agreement"), and by Ancillary
Documents. All capitalized terms used herein shall have the same meaning as
contained in the Loan Agreement. Since the date of the Loan Agreement, Vita Food
Products, Inc., an Illinois corporation, has merged into Vita Food Products,
Inc., a Nevada corporation. The Nevada corporation is the surviving entity and
the Bank has consented to this merger. In addition, American Naitonal Bank and
Trust Company of Chicago is the successor in interest to NBD Bank.
You recently requested that the Bank consider extending the maturity
date of the Loan Agreement, and based upon our discussions concerning the
Company's said request, the Bank is willing to extend the maturity date on the
following terms and conditions:
1. The Loan, and all of the Ancillary Documents, will remain in full
force and effect with the following exceptions:
A. The Maturity Date will be extended to April 30, 1998;
B. Section 10.3(L) will be amended to prohibit capital expenditures
in any fiscal year to exceed $500,000; and
C. Section 10.2(X) will be amended to require a minimum Tangible Net
Worth, as of December 31, 1996 of not less than ($750,000) plus
cumulative net cash proceeds received for the issuance of any
capital stock subsequent to the date hereof.
D. The Company shall execute such documents ("Modification
Documents") as the Bank and its counsel deem necessary to
effectuate the purposes of this letter.
2. The Company will pay the Bank a fee of $35,000, payable upon the
execution of the modification documents.
3. The Company, at the time of execution of the Modification Documents,
will not be in breach of any covenants, representations or warranties contained
in the Loan Agreement or Ancillary Documents.
If the foregoing commitment is satisfactory, we ask that you execute
and return the enclosed copy of this letter no later than December 31, 1996. If
this letter is returned by said date and the transaction is not closed on or
before December 31, 1996, then this commitment shall be automatically terminated
without further action on the part of the Bank.
Sincerely,
American National Bank and Trust
Company of Chicago
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Commercial Loan Officer
Agreed and accepted to this
_____ day of _______________, 1996
Vita Food Products, Inc.
By:_______________________________________
Its:______________________________________
