Exhibit 4.1.1
AMENDMENT TO AGREEMENTS NO. 3
THIS AMENDMENT TO AGREEMENTS NO. 3 (the "Amendment No. 3") dated as of
May 23, 2002, by and between FLEET NATIONAL BANK, a national banking association
having an office located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Bank")
and BALCHEM CORPORATION, a corporation organized and existing under the laws of
the State of Maryland and having an address of X.X. Xxx 000, Xxxxx Xxxx, Xxx
Xxxx 00000 (the "Borrower), and BCP INGREDIENTS, INC. a business corporation
organized and existing under the laws of the Sate of Delaware and having an
address of c/o Balchem Corporation, X.X. Xxx 000, Xxxxx Xxxx, Xxx Xxxx 00000
(the "Guarantor"). Any capitalized terms not otherwise defined herein shall have
the meaning ascribed to it in the Loan Agreement (as defined below).
RECITALS:
WHEREAS by a certain Loan Agreement dated June 1, 2001, (the
"Agreement") the Bank and the Borrower entered into agreement whereby the Bank
extended a line of credit to Borrower in the amount of Three Million and 00/100
Dollars ($3,000,000.00) and a term loan in the amount of Thirteen Million Five
Hundred Thousand and 00/100 ($13,500,000.00);
WHEREAS the obligations of Borrower to the Bank were secured by a
Security Agreement by and between the Borrower and the Bank dated June 1, 2001
and by and between the Guarantor and the Bank (the "Security Agreements");
WHEREAS the obligations of Borrower to the Bank were guaranteed by the
Guarantor pursuant to a written Guaranty, dated June 1, 2001 (the "Guaranty");
WHEREAS, the line of credit was evidenced by a Promissory Note
(Revolving Line of Credit) dated June 1, 2001 from Borrower to Bank in the
amount of Three Million and 00/100 Dollars ($3,000,000.00) (the "Line of Credit
Note") and the term loan was evidenced by a Note dated June 1, 2001 from
Borrower to Bank in the amount of Thirteen Million Five Hundred Thousand and
00/100 Dollars ($13,500,000.00);
WHEREAS the Agreement, Security Agreements, Line of Credit Note and the
Guaranty are collectively referred to herein as the "Loan Documents";
WHEREAS the Loan Documents were amended by an Amendment to Agreements
No. 1 dated August 1, 2001 and an Amendment to Agreements No. 2 dated January 9,
2002;
WHEREAS the Borrower has requested and the Bank has agreed to modify
the Line of Credit as provided herein
NOW, THEREFORE, in consideration of the foregoing recitals and the
promises and mutual covenants hereinafter set forth, the parties hereto agree as
follows:
1. The terms and conditions of the Loan Documents are hereby modified
to reflect the following amendments and modifications:
a) The Bank will provide a One-Million and 00/100 Dollar
($1,000,000.00) sub-limit under the line of credit for the
issuance by the Borrower of commercial or standby letters of
credit. The aggregate of issued commercial and standby letters
of credit and loan outstandings may not exceed Three Million
and 00/100 dollars ($3,000,000.00). Commercial letters of
credit issued under the sub-limit will be priced at1/4% of the
face amount of the letter of credit payable upon issuance and
all standard Fleet Trade Services fees will apply (See Exhibit
A attached to this amendment). Commercial letters of credit
issued under the sub-limit may be converted into a bankers'
acceptance upon presentation of a draw under the letter of
credit. Bankers' acceptances shall have a tenor of 60 days. A
commission fee of 2.00% of the face amount of the bankers'
acceptance will be charged upon issuance of the bankers'
acceptance. Commercial letters of credit and bankers'
acceptances issued under the sub-limit can mature up to 180
days beyond the maturity of the line of credit. Standby
letters of credit issued under the sub-limit will be priced at
1% per annum of the face amount of the letter of credit
payable at issuance and annually upon renewal. In addition,
all standard Trade Services fees will apply (See Exhibit A).
Standby letters of credit can have an expiry up to one year
beyond the maturity of the line of credit.
b) Commercial L/C's will no longer be issued in the name of BCP
Ingredients, Inc.
c) The Bank agrees to extend the maturity of the line of credit
until May 30, 2003.
2. By entering into this agreement, the Bank in no way waives any
rights it may have against the Borrower or Guarantor pursuant to the Loan
Documents except as the same have been expressly modified hereby.
3. The Borrower and Guarantor hereby warrant that the same security and
collateral, which secures and collateralizes the Line of Credit Note shall
continue to secure and collateralize the Line of Credit Note amended hereby.
4. All terms, provisions, covenants, representations, warranties,
agreements and conditions contained in the Loan Documents shall remain in full
force and effect except as expressly provided and amended hereby.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
FLEET NATIONAL BANK
By: /s/
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
BALCHEM CORPORATION
By: /s/
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Name: Xxxxx X. Xxxxxxxxxxx
Title: Controller
BCP INGREDIENTS, INC.
By: /s/
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Name: Xxxxx X. Xxxxxxxxxxx
Title: Treasurer
ACKNOWLEDGEMENTS ON FOLLOWING PAGE
ACKNOWLEDGMENTS
STATE OF NEW YORK )
)ss:
COUNTY OF ALBANY )
On the ______ day of _________ in the year 2002 before me, the
undersigned, personally appeared Xxxxx X. Xxxxxxxx, personally known to me or
proved to me on the basis of satisfactory evidence to the individual whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
/s/
-------------------------------------
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF ORANGE )
On the day of _________ in the year 2002 before me, the undersigned,
personally appeared Xxxxx X. Xxxxxxxxxxx, personally known to me or proved to me
on the basis of satisfactory evidence to the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacities, and that y his signatures on the instrument, the individual, and the
person upon behalf of which the individual acted, executed the instrument.
/s/
-------------------------------------
Notary Public
Exhibit A
[Exhibit A has been omitted]
December 27, 2002
Xx. Xxxxx X. Xxxxxxxxxxx
Controller
Balchem Corporation
2007 Xxxxx 000
X.X. Xxx 000
Xxxxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxxxxxx:
This letter serves to amended the Fixed Charge Coverage Covenant as defined in
the June 1, 2001 Loan Agreement between Balchem Corporation (the "Borrower") and
Fleet National Bank (the "Bank").
For the quarters ending December 31, 2002 and March 31, 2003 the Fixed Charge
Coverage Ratio shall be defined as the ratio of (i) earnings before interest,
taxes, depreciation and amortization and any other non-cash charges plus balance
sheet cash for the quarter ending 12 months prior less taxes paid less dividends
paid less non-financed capital expenditures, to (ii) required payments of term
debt principal, capital lease payments and interest.
Beginning with the quarter ending June 30, 2003 and for each quarter thereafter,
the Fixed Charge Coverage Ratio shall be defined as the ratio of (i) earnings
before interest, taxes, depreciation and amortization and any other non-cash
charges less taxes paid less dividends paid less non-financed capital
expenditures, to (ii) required payments of term debt principal, capital lease
payments and interest.
Please acknowledge the Borrower's acceptance of the Fixed Charge Coverage
Covenant modification as described herein by signing below and returning this
letter to the Bank.
This letter shall not be deemed to have amended, waived, or modified any
provision of the Loan Agreement except as specifically set forth herein.
Sincerely,
/s/
---------------------------------
Xxxxxxxx Xxxxx
Vice President
Balchem Corporation:
By: /s/
---------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
---------------------------------
Title: Corporate Controller
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