AMENDMENT NO. 2 TO CREDIT AGREEMENT
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AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
is effective as of August 31, 2002, by and among XXXXXX, INC., a Delaware
corporation (the "Company"), XXXXXX TECHNICAL SERVICES, INC., a Delaware
corporation, BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation,
and ZETAPHARM, INC., a New York corporation, (collectively, the "Borrowers"),
and XXXXX FARGO BANK, N.A. (the "Lender").
RECITALS
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WHEREAS, the Borrowers are currently indebted to the Lender pursuant to the
terms and conditions of that certain Amended and Restated Credit Agreement dated
as of December 7, 2001 (the "Current Agreement"; as amended hereby and from time
to time, the "Agreement"); and
WHEREAS, the Lender and the Borrowers have agreed to certain changes in the
terms and conditions set forth in the Current Agreement and have agreed to amend
the Current Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Current
Agreement shall be amended as follows:
A. Amendments.
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1. In Section 1.01 of the Current Agreement, the defined term "Commitment"
is amended by replacing the dollar amount "$10,750,000" with the dollar amount
"$9,500,000".
2. In Section 1.01 of the Current Agreement, the definition following the
defined term "Maturity Date" shall be deleted in full and replaced with the
following:
"in the case of the Revolving Loan, means October 31, 2002, and in the case
of the Term Loan, means September 10, 2002."
3. In Section 1.01 of the Current Agreement, the defined term "Revolving
Credit Commitment" is amended by replacing the dollar amount "$10,750,000" with
the dollar amount "$9,500,000".
4. In Section 1.01 of the Current Agreement, the defined term "Revolving
Credit Facility Availability Period" is amended by replacing the phrase "August
31, 2002" with the phrase "October 31, 2002".
5. Section 2.06 of the Current Agreement is amended by replacing the phrase
"August 31, 2002" with the phrase "October 31, 2002".
6. Section 2.10(a) of the Current Agreement shall be deleted in its
entirety and replaced with the following:
(a) The Loans shall bear interest as follows:
(i) Term Loan Borrowings shall bear interest at a rate equal to the
Prime Rate plus a margin of three percent (3.00%) through August 31, 2002
and at a rate equal to the Prime Rate plus a margin of five percent (5.00%)
beginning on September 1, 2002; and
(ii) Revolving Loan Borrowings shall bear interest at a rate equal to
the Prime Rate plus a margin of two percent (2.00%) through August 31, 2002
and at a rate equal to the Prime Rate plus a margin of four percent (4.00%)
beginning on September 1, 2002.
7. Section 6.07(a) of the Current Agreement shall be deleted in its
entirety and replaced with the following:
"The Borrowers shall not permit the Consolidated Tangible Net Worth (i) at
the end of the fiscal quarter of the Company ending December 31, 2001 to be
less than $2,400,000; at the end of the fiscal quarter of the Company
ending March 31, 2002 to be less than $2,300,000; and at the end of the
month ending August 31, 2002 to be less than $1,900,000".
B. General. Except as specifically provided herein, all terms and
conditions of the Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Agreement shall have the same meaning
when used in this Amendment. This Amendment shall be effective upon delivery by
the Lender to the Borrowers of an executed counterpart original or facsimile
copy.
The Borrowers hereby remake all representations and warranties contained in
the Agreement and reaffirm all covenants set forth therein. The Borrowers
further certify that as of the date of this Amendment, giving effect to the
provisions hereof, there exists no Event of Default as defined in the Agreement,
nor any condition, act or event which with the giving of notice or the passage
of time or both would constitute any such Event of Default.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first written above.
XXXXXX, INC. XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Art Brokx
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Name: Xxxxxxx X. Xxxxxxxxx Name: Art Brokx
Title: President Title: Vice President
XXXXXX TECHNICAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Secretary and Treasurer
BOTANICALS INTERNATIONAL EXTRACTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
ZETAPHARM, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Secretary and Treasurer
