Exhibit 10.10
[LOGO] Amendment to Credit Agreement
BANK ONE
This agreement is made and entered into on 1/14, 2003, to be effective as of
12/31/02 by and between Alltech Associates, Inc. (if more than one, jointly and
severally, the "Borrower") and Bank One, NA, with its main office in Chicago, IL
(the "Bank"), and its successors and assigns.
WHEREAS, the Borrower and the Bank entered into a credit agreement dated May 30,
2002, as amended (if applicable) (the "Credit Agreement"); and
WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit
Agreement as set forth below;
NOW, THEREFORE, in mutual consideration of the agreements contained herein and
for other good and valuable consideration, the parties agree as follows:
1. DEFINED TERMS. Capitalized terms not defined herein shall have the meaning
ascribed in the Credit Agreement.
2. MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as
follows:
2.1 From and after the effective date of this agreement the provision in
the Credit Agreement under Section 5. Negative Covenants, Subsection
M. Debt Service Coverage Ratio is hereby amended and restated as
follows:
M. Debt Service Coverage Ratio. Permit as of each fiscal quarter
end, Borrower and its subsidiaries' combined ratio of net income
before taxes, plus interest expense, plus depreciation expense,
plus amortization expense, plus or minus changes in the LIFO
reserve, plus or minus changes within deferred taxes, minus
Capital Expenditures which were not financed with long term debt,
minus taxes, minus Distributions, to principal payments made on
long term debt, plus capitalized lease payments made, plus
scheduled principal and interest payments on Subordinated Debt
whether or not made, plus interest expense to be less than 1.00
to 1.00.
2.2 The definition of "Notes" is hereby amended to read as follows:
"Notes" means the Line of Credit Note(s) described in Section l, and
all promissory notes, instruments and/or contracts evidencing the
terms and conditions of the Liabilities.
3. RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and
the Credit Agreement shall remain in full force and effect as modified
herein.
4. BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants that (a) the representations and warranties contained in the
Credit Agreement are true and correct in all material respects as of the
date of this agreement, (b) no condition, act or event which could
constitute an event of default under the Credit Agreement or any promissory
note or credit facility executed in reference to the Credit Agreement
exists, and (c) no condition, event, act or omission has occurred, which,
with the giving of notice or passage of time, would constitute an event of
default under the Credit Agreement or any promissory note or credit
facility executed in reference to the Credit Agreement.
5. FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket
disbursements incurred by the Bank in connection with this agreement,
including legal fees incurred by the Bank in the preparation, consummation,
administration and enforcement of this agreement.
6. EXECUTION AND DELIVERY. This agreement shall become effective only after it
is fully executed by the Borrower and the Bank, and the Bank shall have
received from the Borrower the following documents: Subordination Agreement
All Debt and Liens.
7. ACKNOWLEDGEMENTS OF BORROWER. The Borrower acknowledges that as of the date
of this agreement it has no offsets with respect to all amounts owed by the
Borrower to the Bank arising under or related to the Credit Agreement on or
prior to the date of this agreement. The Borrower fully, finally and
forever releases and discharges the Bank and its successors, assigns,
directors, officers, employees, agents and representatives from any and all
claims, causes of action, debts and liabilities, of whatever kind or
nature, in law or in equity, of the Borrower, whether now known or unknown
to the Borrower, which may have arisen in connection with the Credit
Agreement or the actions or omissions of the Bank related to the Credit
Agreement on or prior to the date hereof. The Borrower acknowledges and
agrees that this agreement is limited to the terms outlined above, and
shall not be construed as an agreement to change any other terms or
provisions of the Credit
Agreement. This agreement shall not establish a course of dealing or be
construed as evidence of any willingness on the Bank's part to grant other
or future agreements, should any be requested.
8. NOT A NOVATION. This agreement is a modification only and not a novation.
Except for the above-quoted modification(s), the Credit Agreement, any loan
agreements, credit agreements, reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments,
guaranties, instruments or documents executed in connection with the Credit
Agreement, and all the terms and conditions thereof, shall be and remain in
full force and effect with the changes herein deemed to be incorporated
therein. This agreement is to be considered attached to the Credit
Agreement and made a part thereof. This agreement shall not release or
affect the liability of any guarantor of any promissory note or credit
facility executed in reference to the Credit Agreement or release any owner
of collateral granted as security for the Credit Agreement. The validity,
priority and enforceability of the Credit Agreement shall not be impaired
hereby. To the extent that any provision of this agreement conflicts with
any term or condition set forth in the Credit Agreement, or any document
executed in conjunction therewith, the provisions of this agreement shall
supersede and control. The Bank expressly reserves all rights against all
parties to the Credit Agreement.
Bank: Borrower:
Bank One, NA, with its main office Alltech Associates, Inc.
in Chicago, IL
By: /s/ Xxxxxx X. X'Xxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxxxx X. X'Xxxxx FVP XXXXXXX XXXXXX CEO
Printed Name Title Printed Name Title
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