Exhibit 10.25
AMENDMENT TO
CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT, made and entered into as
of the _____ day of August, 1998, by and between PM RESOURCES, INC., a Missouri
corporation ("PM"), AGRI-NUTRITION GROUP LIMITED, a Delaware corporation
("Agri-Nutrition"), and ST. XXX LABORATORIES, INC., a California corporation
("St. XXX," and collectively with PM and Agri-Nutrition referred to herein as
"Borrowers") and FIRST BANK, a Missouri state banking corporation ("Bank").
WITNESSETH:
WHEREAS, Borrowers heretofore jointly and severally executed
and delivered to Bank a Revolving Credit Note dated May 14, 1998, in the
principal amount of up to Nine Million Two Hundred Thousand Dollars
($9,200,000.00), payable to the order of Bank as therein set forth (the "Note");
and
WHEREAS, the Note is described in a certain Credit Agreement
dated May 14, 1998 made by and among Borrowers and Bank (as amended, the "Loan
Agreement"); and
WHEREAS, Borrowers and Bank desire to amend the Loan Agreement
and the Note to increase the maximum available principal amount thereunder by
Five Hundred Thousand Dollars ($500,000.00) until October 2, 1998 (subject to
the Borrowing Base and other terms and conditions of the Loan Agreement) and to
make certain other amendments thereto on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the
mutual provisions and agreements hereinafter set forth, the parties hereto do
hereby mutually promise and agree as follows:
1. The Note shall be amended and restated in the form of that
certain Revolving Credit Note attached hereto as Exhibit C, to increase the
maximum principal amount thereof to Nine Million Seven Hundred Thousand Dollars
($9,700,000.00) for the period of time up to and including October 2, 1998 and
reducing automatically on October 2, 1998 to the new maximum amount of Nine
Million Two Hundred Thousand Dollars ($9,200,000.00) and to make certain
amendments as set forth therein. All references in the Loan Agreement to the
"Note," the "Revolving Credit Note" and other references of similar import shall
hereafter be amended and deemed to refer to the Note in the form of the
Revolving Credit Note, as amended and restated in the form attached hereto as
Exhibit C. Borrowers hereby agree that on or before 5:00 p.m. (St. Louis time)
on October 2, 1998, Borrowers shall jointly and severally repay to Bank, without
any requirement of demand or notice from Bank, an amount equal to amount by
which the outstanding principal balance of the Note exceeds Nine Million Two
Hundred Thousand Dollars ($9,200,000.00), together with all other amounts then
due under the terms of the Loan Agreement and the Note.
2. The fourth paragraph beginning with the word "WHEREAS" on
the first page of the Loan Agreement shall be deleted in its entirety and in its
place shall be substituted the following:
WHEREAS, Borrowers have requested the consolidation
of the above described credit facilities under one borrowing base for
Agri-Nutrition and its Subsidiaries on a joint and several basis and an
extension of such joint and several loan facility from Bank in an
aggregate principal amount of up to Nine Million Seven Hundred Thousand
Dollars ($9,700,000.00) for a period of time from August 6, 1998 up to
and including October 2, 1998, Five Million Dollars ($5,000,000.00) of
which shall be subject to a Borrowing Base (as set forth herein)
("Facility A"), and the remaining Four Million Seven Hundred Thousand
Dollars ($4,700,000.00) of which shall be a reducing revolving credit
line from Bank ("Facility B"), and on October 2, 1998 the maximum
principal amount of such loan facility shall reduce automatically to an
aggregate principal amount of up to Nine Million Two Hundred Thousand
Dollars ($9,200,000.00) for the period of time from October 3, 1998 up
to and including March 31, 2001, Four Million Five Hundred Thousand
Dollars ($4,500,000.00) of which shall be subject to the Borrowing Base
under Facility A, and the remaining Four Million Seven Hundred Thousand
Dollars ($4,700,000.00) of which shall be a reducing revolving credit
line from Bank under Facility B; and
3. The last sentence of Section 3.2 of the Loan Agreement
shall be deleted in its entirety and in its place shall be substituted the
following:
Contemporaneously with the execution of that certain
Amendment to Credit Agreement dated as of August 6, 1998 made by and
among Borrowers and Bank (the "Amendment"), Borrowers shall execute and
deliver to Bank a Note of Borrowers dated as of August 6, 1998 and
payable jointly and severally to the order of Bank in the original
principal amount of Nine Million Seven Hundred Thousand Dollars
($9,700,000.00) in the form attached as Exhibit C to the Amendment and
incorporated herein by reference (as the same may from time to time be
amended, modified, extended or renewed, the "Note").
4. The Borrowing Base Certificate shall be amended and
restated in the form of that certain Borrowing Base Certificate attached hereto
as Exhibit A to incorporate the above changes. All references in the Loan
Agreement to the "Borrowing Base Certificate" and other references of similar
import shall hereafter be amended and deemed to refer to the Borrowing Base
certificate in the form attached hereto as Exhibit A.
5. The agreements of Bank contained herein are expressly
conditioned upon deliver by Borrowers of the following:
(a) the executed original of this Amendment to Credit Agreement;
(b) the executed original of the amended and restated Note;
(c) the executed original Sixth Amendment to Deed of Trust and Security
Agreement of PM, together with such other documents required by Bank
pursuant thereto;
(d) a copy of resolutions of the Board of Directors of each of the
Borrowers, duly adopted, which authorize the execution, delivery and
performance of this Amendment to Credit Agreement and the amended and
restated Note, the Sixth Amendment to Deed of Trust and Security
Agreement of PM and the other Transaction Documents, certified by the
Secretary of each such Borrower;
(e) the Consent of Agri-Nutrition and St. XXX in the form attached hereto,
acknowledging the amendments contained herein and the continuing
effectiveness of the Pledge Agreements, duly executed respectively by
Agri-Nutrition and St. XXX; and
(f) such other documents as Bank may reasonably request.
6. Borrowers hereby represent and warrant to Bank that:
(a) The execution, delivery and performance by Borrowers of this Amendment
to Credit Agreement and the amended and restated Revolving Credit Note
are within the corporate powers of Borrowers, have been duly
authorized by all necessary corporate action and require no action by
or in respect of, or filing with, any governmental or regulatory body,
agency or official. The execution, delivery and performance by
Borrowers of this Amendment to Credit Agreement and the amended and
restated Revolving Credit Note do not conflict with, or result in a
breach of the terms, conditions or provisions of, or constitute a
default under or result in any violation of, and none of the Borrowers
is now in default under or in violation of, the terms of the Articles
of Incorporation or Bylaws of such Borrower, any applicable law, any
rule, regulation, order, writ, judgment or decree of any court or
governmental or regulatory agency or instrumentality, or any agreement
or instrument to which any of the Borrowers is a party or by which any
of them is bound or to which any of them is subject;
(b) This Amendment to Credit Agreement and the amended and restated
Revolving Credit Note have been duly executed and delivered and
constitute the legal, valid and binding obligations of Borrowers
enforceable in accordance with their terms; and
(c) As of the date hereof, all of the covenants, representations and
warranties of Borrowers set forth in the Loan Agreement are true and
correct and no "Event of Default" (as defined therein) under or within
the meaning of the Loan Agreement has occurred and is continuing.
7. All references in the Loan Agreement to "this Loan
Agreement" and any other references of similar import shall henceforth mean the
Loan Agreement as amended by this Amendment to Credit Agreement.
8. This Amendment to Credit Agreement and the amended and
restated Revolving Credit Note shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that
Borrowers may not assign, transfer or delegate any of their rights or
obligations hereunder.
9. This Amendment to Credit Agreement shall be governed by and
construed in accordance with the internal laws of the State of Missouri.
10. In the event of any inconsistency or conflict between this
Amendment to Credit Agreement and the Loan Agreement, the terms, provisions and
conditions of this Amendment to Credit Agreement shall govern and control.
11. The Loan Agreement, as hereby amended and modified, and
the amended and restated Revolving Credit Note, as hereby amended and restated,
are and shall remain the binding obligations of Borrowers and all of the
provisions, terms, stipulations, conditions, covenants and powers contained
therein shall stand and remain in full force and effect, except only as the same
are herein and hereby specifically varied or amended, and the same are hereby
ratified and confirmed. If any installment of principal or interest on the
amended and restated Revolving Credit Note shall not be paid when due as
provided in the amended and restated Revolving Credit Note, the holder of the
amended and restated Revolving Credit Note shall be entitled to and may exercise
all rights and remedies under the amended and restated Revolving Credit Note and
the Loan Agreement, as amended.
12. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO
EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWERS AND BANK
FROM ANY MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWERS
AND BANK COVERING SUCH MATTERS ARE CONTAINED IN THE LOAN AGREEMENT, AS AMENDED
BY THIS AGREEMENT, WHICH CONSTITUTES A COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENTS BETWEEN BORROWERS AND BANK EXCEPT AS BORROWERS AND BANK MAY LATER
AGREE IN WRITING TO MODIFY. THE LOAN AGREEMENT, AS AMENDED BY THIS AGREEMENT,
EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (ORAL OR WRITTEN) RELATING TO
THE SUBJECT MATTER HEREOF.
IN WITNESS WHEREOF, the parties hereto have executed this
instrument as of the date first written above on this _____ day of August, 1998.
PM RESOURCES, INC.
By:
Xxxxxx X. Xxxxxxxxx,
Vice President and Treasurer
AGRI-NUTRITION GROUP LIMITED
By:
Xxxxxx X. Xxxxxxxxx, Secretary
ST. XXX LABORATORIES, INC.
By:
Xxxxxx X. Xxxxxxxxx, Vice President,
Secretary and Treasurer
FIRST BANK
By:
Xxx X. Xxxxxxx, Vice President
CONSENT TO AMENDMENT TO
CREDIT AGREEMENT
The undersigned hereby consent to the terms of the foregoing
Amendment to Credit Agreement and the amended and restated Revolving Credit Note
and other amendments being executed in connection therewith as referenced
therein (collectively, the "Amendments"), and the undersigned acknowledge that
the execution and delivery by PM Resources, Inc., Agri-Nutrition Group Limited
and St. XXX Laboratories, Inc. of said Amendments will not affect or impair the
undersigned's respective obligations to and agreements with Bank under (i) that
certain Agreement of Pledge (Third Party) dated May 14, 1998 made by
Agri-Nutrition in favor of Bank (the "Agri-Nutrition Pledge Agreement"), or (ii)
that certain Agreement of Pledge (Third Party) dated May 14, 1998 made by St.
XXX in favor of Bank (the "St. XXX Pledge Agreement"), which obligations and
agreements are hereby ratified and confirmed. The undersigned further
acknowledge and agree that all references in the Agri-Nutrition Pledge Agreement
and in the St. XXX Pledge Agreement to the "Credit Agreement" and other
references of similar import shall henceforth mean the foregoing Credit
Agreement, as amended on the date hereof and as the same may from time to time
be further amended; all references in the Agri-Nutrition Pledge Agreement and
the St. XXX Pledge Agreement to the "Note," the "Revolving Credit Note" and
other references of similar import shall henceforth mean the Revolving Credit
Note, as amended and restated, and as the same may from time to time be further
amended; and all references in the Agri-Nutrition Pledge Agreement and the St.
XXX Pledge Agreement to any of the other transaction documents shall henceforth
mean such documents as the same may have been amended by the other Amendments
and as the same may from time to time be further amended.
Dated: as of August ___, 1998.
AGRI-NUTRITION GROUP LIMITED
By:
Xxxxxx X. Xxxxxxxxx, Vice President
and Chief Financial Officer
ST. XXX LABORATORIES, INC.
By:
Xxxxxx X. Xxxxxxxxx, Vice President,
Secretary and Treasurer
EXHIBIT A
BORROWING BASE CERTIFICATE
This Borrowing Base Certificate is delivered pursuant to
Section 3.1(d) of that certain Credit Agreement dated May 14, 1998, by and
between Agri-Nutrition Group Limited, PM Resources, Inc., St. XXX Laboratories,
Inc. and First Bank (as amended, the "Loan Agreement"). All capitalized terms
used and not otherwise defined herein shall have the respective meanings
ascribed to them in the Loan Agreement.
Borrowers hereby represent and warrant to Bank that the
following information is true and correct as of _________________, 19__:
1. 75% of face amount of Eligible Accounts of PM Resources $
2. 75% of face amount of Eligible Accounts of Agri-Nutrition $
3. 75% of the face amount of Eligible Accounts of St. XXX $
4. 45% of Eligible Inventory of PM Resources, valued
at the lower of cost or market $
5. 45% of Eligible Inventory of Agri-Nutrition, valued
at the lower of cost or market $
6. 45% of Eligible Inventory of St. XXX, valued at the lower
of cost or market $
7. Total Borrowing Base (sum of 1 through 6 above not to exceed
$5,000,000.00 up to and including October 2, 1998 or
$4,500,000.00 thereafter) $
Borrowers hereby further represent and warrant to Bank that
the following information is true and correct as of ______________________,
19___:
8. Aggregate principal amount of outstanding Facility A Loans $
9. Aggregate face amount of outstanding Letters of Credit $
10. Total Outstanding (Item 8 plus Item 9) $
11. Borrowing Base Excess (Deficit) (Item 7 minus Item 10)
(Negative amount represents mandatory repayment) $
If Item 11 above is negative, this Borrowing Base Certificate
is accompanied by the mandatory repayment required by Section 3.1(e) of the Loan
Agreement.
12. Maximum Available principal amount of Facility B Loans $
13. Aggregate principal amount of outstanding Facility B Loans $
This Borrowing Base Certificate is dated the _____ day
of __________________, 19__.
AGRI-NUTRITION GROUP LIMITED
By:
Title:
PM RESOURCES, INC.
By:
Title:
ST. XXX LABORATORIES, INC.
By:
Title:
EXHIBIT C
Revolving Credit Note
$9,700,000.00 St. Louis, Missouri
August 6, 1998
FOR VALUE RECEIVED, on March 31, 2001 (or such subsequent
anniversary thereof as determined pursuant to Section 3.10 of the Loan Agreement
(hereinafter identified)), the undersigned, AGRI-NUTRITION GROUP LIMITED, a
Delaware corporation, PM RESOURCES, INC., a Missouri corporation, and ST. XXX
LABORATORIES, INC., a California corporation (collectively, the "Borrowers"),
hereby jointly and severally promise to pay to the order of FIRST BANK, a
Missouri state banking corporation ("Bank"), the principal sum of Nine Million
Seven Hundred Thousand Dollars ($9,700,000.00), or such lesser sum as may then
be outstanding hereunder. The aggregate principal amount which Bank shall be
committed to have outstanding under Facility A hereunder at any one time shall
not exceed the lesser of (i) for the period from the date hereof to and
including October 2, 1998 the amount of Five Million Dollars ($5,000,000.00), or
from and after October 2, 1998 an amount of Four Million Five Hundred Thousand
Dollars ($4,500,000.00), or (ii) the "Borrowing Base" (as defined in the Loan
Agreement (as hereinafter defined)), which amount may be borrowed, paid,
reborrowed and repaid, in whole or in part, subject to the terms and conditions
hereof and of the Loan Agreement hereinafter identified. The aggregate principal
amount which Bank shall be committed to have outstanding under Facility B
hereunder at any one time shall not exceed Four Million Seven Hundred Thousand
Dollars ($4,700,000.00) as reduced from time to time pursuant to Section 3.1(b)
of the Loan Agreement hereinafter identified, which amount may be borrowed,
paid, reborrowed and repaid, in whole or in part, subject to the terms and
conditions hereof and of the Loan Agreement hereinafter identified.
Borrowers further jointly and severally promise to pay to the
order of Bank interest on the principal amount from time to time outstanding
hereunder prior to maturity from the date disbursed until paid at the rate or
rates per annum required by the Loan Agreement or otherwise selected by any of
the Borrowers as set forth in the Loan Agreement. All accrued and unpaid
interest with respect to each principal disbursement made hereunder shall be
payable (a) monthly on the fifteenth (15th) day of the month following the month
in which such interest accrued, commencing with the fifteenth (15th) day of the
month following the month in which any such disbursement was made, and on the
fifteenth (15th) day of each month thereafter, (b) if such disbursement is a
Treasury Rate Loan, such accrued interest shall also be payable on the last day
of the Interest Period with respect thereto, and (c) at the maturity of this
Note, whether by reason of acceleration or otherwise. After the maturity of this
Note, whether by reason of acceleration or otherwise, interest shall accrue and
be payable on demand on the entire outstanding principal balance hereunder until
paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and
above the Prime Rate, fluctuating as and when said Prime Rate shall change. All
payments hereunder (other than prepayments) shall be applied first to the
payment of all accrued and unpaid interest, with the balance, if any, to be
applied to the payment of principal. All prepayments hereunder shall be applied
solely to the payment of principal.
All payments of principal and interest hereunder shall be made
in lawful currency of the United States in Federal or other immediately
available funds at the office of Bank situated at 0000 Xxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxx 00000, or at such other place as the holder hereof shall designate in
writing. Interest shall be computed on an actual day, 360-day year basis.
Bank may record the date and amount of all loans and all
payments of principal and interest hereunder in the records it maintains with
respect thereto. Bank's books and records showing the account between Bank and
Borrowers shall be admissible in evidence in any action or proceeding and shall
constitute prima facie proof of the items therein set forth.
This Note is the Note referred to in that certain Credit
Agreement dated as of May 14, 1998 made by and between Borrowers and Bank (as
the same may from time to time be amended, the "Loan Agreement"), to which Loan
Agreement reference is hereby made for a statement of the terms and conditions
upon which the maturity of this Note may be accelerated, and for other terms and
conditions, including prepayment, which may affect this Note. All capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Loan Agreement.
This Note is secured by that certain Security Agreement dated
as of May 14, 1998 executed by Agri-Nutrition Group Limited in favor of Bank, by
that certain Security Agreement dated as of May 14, 1998 and executed by PM
Resources, Inc. in favor of Bank and by that certain Security Agreement dated as
of May 14, 1998 executed by St. XXX Laboratories, Inc. in favor of Bank (as the
same may from time to time be amended, the "Security Agreements"), to which
Security Agreements reference is hereby made for a description of the security
and a statement of the terms and conditions upon which this Note is secured.
This Note is also secured by that certain Deed of Trust and
Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in
favor of Xxxxxxxxx X. Xxxxxx, as trustee for Bank (as the same may from time to
time be amended, the "Deed of Trust"), to which Deed of Trust reference is
hereby made for a description of the security and a statement of the terms and
conditions upon which this Note is secured.
This Note is also secured by that certain Agreement of Pledge
dated as of May 14, 1998 and executed by Agri-Nutrition Group Limited in favor
of Bank and by that certain Agreement of Pledge dated as of May 14, 1998 and
executed by St. XXX Laboratories, Inc. in favor of Bank (collectively, as the
same may from time to time be amended, the "Pledge Agreements"), to which Pledge
Agreements reference is hereby made for a description of the additional security
and a statement of the terms and conditions upon which this Note is further
secured.
If any of the Borrowers shall fail to make any payment of any
principal of or interest on this Note as and when the same shall become due and
payable, or if an "Event of Default" (as defined therein) shall occur under or
within the meaning of the Loan Agreement, any of the Security Agreements, the
Deed of Trust or either of the Pledge Agreements, Bank may, at its option,
terminate its obligation to make any additional loans under this Note and Bank
may further declare the entire outstanding principal balance of this Note and
all accrued and unpaid interest thereon to be immediately due and payable.
In the event that any payment of any principal of or interest
on this Note shall not be paid when due, whether by reason of acceleration or
otherwise, and this Note shall be placed in the hands of an attorney or
attorneys for collection or for foreclosure of any of the Security Agreements,
the Deed of Trust or either of the Pledge Agreements securing payment hereof or
for representation of Bank in connection with bankruptcy or insolvency
proceedings relating hereto, Borrowers jointly and severally promise to pay, in
addition to all other amounts otherwise due hereon, the reasonable costs and
expenses of such collection, foreclosure and representation, including, without
limitation, reasonable attorneys' fees and expenses (whether or not litigation
shall be commenced in aid thereof). All parties hereto severally waive
presentment for payment, demand, protest, notice of protest and notice of
dishonor.
This Note shall be governed by and construed in accordance
with the internal laws of the State of Missouri.
AGRI-NUTRITION GROUP LIMITED
By:
Xxxxxx X. Xxxxxxxxx,
Vice President and Chief Financial Officer
PM RESOURCES, INC.
By:
Xxxxxx X. Xxxxxxxxx,
Vice President and Treasurer
ST. XXX LABORATORIES, INC.
By:
Xxxxxx X. Xxxxxxxxx, Vice President
