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SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
AND GUARANTOR CONSENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTOR
CONSENT (the "SECOND AMENDMENT") is made as of November __, 1997, by and among
UNIMARK FOODS, INC., a Texas corporation which is the Borrower, and THE UNIMARK
GROUP, INC., a Texas corporation ("GROUP"), UNIMARK INTERNATIONAL, INC., a
Texas corporation and a wholly-owned subsidiary of Group, and SIMPLY FRESH
FRUIT, INC., a California corporation and a wholly-owned subsidiary of Borrower
(each of which shall be a "GUARANTOR" hereunder and which collectively shall be
"GUARANTORS"); and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND," NEW YORK BRANCH, a New York Branch of a Netherlands
Cooperative Banking Organization which is the Lender.
R E C I T A L S:
A. The Borrower, the Guarantors and the Lender are parties to a
Revolving Credit Agreement dated as of February 12, 1997 (the "ORIGINAL CREDIT
AGREEMENT").
B. Each Guarantor executed a Guaranty Agreement in favor of the
Lender pursuant to the Original Credit Agreement.
C. The Original Credit Agreement has been amended pursuant to
that certain First Amendment to Revolving Credit Agreement (the "FIRST
AMENDMENT") dated as of October 7, 1997, among the Borrower, the Guarantors,
and the Lender (the Original Revolving Credit Agreement, as amended by the
First Amendment, is hereinafter called the "CREDIT AGREEMENT").
D. The parties desire to amend the Credit Agreement to extend the
Expiration Date of the Credit Agreement, and to change various covenants and
terms of the Credit Agreement, subject to the terms and conditions hereinafter
provided, and the Guarantors desire to consent to such amendment.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. SAME TERMS. All terms used herein which are defined in the
Credit Agreement have the same meanings when used herein unless the context
hereof otherwise requires or provides. In addition, all references in the Loan
Documents to the "Agreement" mean the Original Credit Agreement, as amended by
the First Amendment and as amended by this Second Amendment, as the same are
hereafter amended from time to time.
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTOR CONSENT - PAGE 1
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2. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the date
above, the Credit Agreement is hereby amended as follows:
(a) The definition of "Expiration Date" in the Appendix
to the Credit Agreement is amended by substituting the following
paragraph in place of the definition of "Expiration Date" in the
Appendix to the Credit Agreement:
"EXPIRATION DATE" means April 30, 1998 or any other
date on which the Commitment terminates pursuant to the terms
hereof.
(b) Section 7.3 of the Credit Agreement is hereby amended
by substituting the following paragraph in place of Section 7.3 in the
Credit Agreement:
"7.3 Maximum Leverage. The ratio of the Debt of
Group and its Subsidiaries on a consolidated basis to Tangible
Net Worth of Group and its Subsidiaries on a consolidated
basis shall not be greater than 1.50 to 1 at any time."
(c) The definition of "Current Assets" in the Appendix to
the Credit Agreement is amended by substituting the following
paragraph in place of the definition of "Current Assets" in the
Appendix to the Credit Agreement:
"CURRENT ASSETS" means those assets which would be
reflected on a balance sheet prepared in accordance with GAAP
as "current assets" but excluding (i) all accounts receivable
in respect of goods or services which were delivered or
performed at least ninety (90) days prior to the date of
determination unless appropriate reserves have been made for
such "over 90 day" accounts receivable in the bad debt
reserve, (ii) all deferred income tax assets, and (iii)
Intangible Assets which have been classified as current
assets.
(d) The definition of "Current Liabilities" in the
Appendix to the Credit Agreement is amended by substituting the
following paragraph in place of the definition of "Current
Liabilities" in the Appendix to the Credit Agreement:
"CURRENT LIABILITIES" means those liabilities which
would be reflected on a balance sheet prepared in accordance
with GAAP as "current liabilities" but excluding (i) all
deferred income tax liabilities and (ii) any and all
outstanding obligations under the "Promissory Notes" or other
"Loan Documents" as defined in that certain Loan Agreement
among Industrias Citricolas De Montemorelos, S.A. De C.V. and
Grupo Industrial Santa Engracia, S.A. De C.V., as Borrowers,
Agromark, S.A. De C.V., as Guarantor, and Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland"
as Lender dated as of May 29, 1997.
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTOR CONSENT - PAGE 2
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3. CERTAIN REPRESENTATIONS.
(a) The Borrower represents and warrants that, as of the
date hereof: (i) the Borrower has full power and authority to execute this
Second Amendment, and this Second Amendment constitutes the legal, valid and
binding obligation of the Borrower enforceable in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting the enforcement of
creditors' rights generally; and (ii) no authorization, approval, consent or
other action by, notice to, or filing with, any governmental authority or other
person is required for the execution, delivery and performance by the Borrower
of this Second Amendment.
(b) Each Guarantor represents and warrants that, as of
the date hereof: (i) such Guarantor has full power and authority to execute
this Second Amendment, and this Second Amendment constitutes the legal, valid
and binding obligation of such Guarantor enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other similar laws affecting the
enforcement of creditors' rights generally; and (ii) no authorization,
approval, consent or other action by, notice to, or filing with, any
governmental authority or other person is required for the execution, delivery
and performance by such Guarantor of this Second Amendment.
4. CONCERNING THE UNCONDITIONAL GUARANTIES. By its execution
below, each Guarantor reaffirms the obligations under the Unconditional
Guaranty executed and delivered by such Guarantor in connection with the Loan
Documents and acknowledges that the execution and delivery of this Second
Amendment shall not reduce or modify in any respect Guarantor's liability under
such Unconditional Guaranty.
5. CONCERNING THE SECURITY AGREEMENTS. By their execution below,
Borrower and each Guarantor reaffirms the security interests granted under each
Security Agreement executed and delivered by each of them in connection with
the Loan Documents and acknowledges that the execution and delivery of this
Second Amendment shall not reduce or modify in any respect Borrower's or each
Guarantor's liability or obligations under such Security Agreement.
6. LIMITATION ON AGREEMENTS. The modifications set forth herein
are limited precisely as written and shall not be deemed (a) to be a consent
under or a waiver of or an amendment to any other term or condition in the
Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or
rights which the Lender now has or may have in the future under or in
connection with the Credit Agreement and the Loan Documents, each as amended
hereby, or any of the other documents referred to herein or therein. This
Second Amendment constitutes a Loan Document for all purposes.
7. ENTIRETY, ETC. This instrument together with all of the other
Loan Documents embodies the entire agreement between the parties. THIS
AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTOR CONSENT - PAGE 3
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to be effective as of the date and year first above written.
BORROWER AND OBLIGATED PARTY:
UNIMARK FOODS, INC.
By:
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Name:
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Title:
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NOTICE ADDRESS:
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OTHER OBLIGATED PARTIES:
THE UNIMARK GROUP, INC.
By:
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Name:
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Title:
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UNIMARK INTERNATIONAL, INC.
By:
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Name:
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Title:
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SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTOR CONSENT - PAGE 4
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SIMPLY FRESH FRUIT, INC.
By:
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Name:
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Title:
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LENDER:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH, a
New York Branch of a
Netherlands Cooperative Banking
Organization
By:
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Name:
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Title:
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By:
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Name:
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Title:
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NOTICE ADDRESS:
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Attention: Corporate Services
cc: Rabobank Nederland
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