Exhibit 10.23
AMENDMENT TO SECOND AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT, made and entered into as of the _____ day of September, 1997, by and
between PM RESOURCES, INC., a Missouri corporation ("PM"), ZEMA CORPORATION, a
Delaware corporation ("Zema"), and MARDEL ACQUISITION CORPORATION, a Delaware
corporation (which after the date hereof shall change its name to Mardel
Laboratories, Inc., and referred to herein as "Mardel," and collectively with PM
and Zema referred to herein as "Borrowers") and FIRST BANK, a Missouri state
banking corporation ("Bank").
WITNESSETH:
WHEREAS, PM and Zema heretofore jointly and severally executed
and delivered to Bank a Revolving Credit Note dated June 18, 1997, in the
principal amount of up to Six Million Three Hundred Fifty Thousand Dollars
($6,350,000.00), payable to the order of Bank as therein set forth (the "Note"),
which Note has a present outstanding principal balance of Six Million Two
Hundred Twenty-Five Thousand Dollars ($6,225,000.00); and
WHEREAS, the Note is described in a certain Second Amended and
Restated Revolving Credit Agreement dated June 18, 1997 made by and among PM,
Zema and Bank (as amended, the "Loan Agreement"); and
WHEREAS, Borrowers and Bank desire to amend the Loan Agreement
and the Note to add Mardel as a party thereto and a Borrower thereunder 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 add Mardel as a
comaker thereof 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.
2. The Loan Agreement is hereby amended to add Mardel as a
party thereto and a Borrower thereunder. All references in the Loan Agreement to
the "Borrowers" and other references of similar import shall hereafter be
amended and deemed to refer to PM, Zema and Mardel collectively, and all
references in the Loan Agreement to a "Borrower," to "either of the Borrowers,"
to "each of the Borrowers" and other references of similar import shall
hereafter be amended and deemed to refer to and include Mardel as well as PM
and/or Zema.
3. A new definition of "Eligible Mardel Inventory" shall be
added to Section 2 of the Loan Agreement in proper alphabetical order as
follows:
Eligible Mardel Inventory shall mean all Inventory of
Mardel, valued at the lower of cost or current market value on an
average cost basis, which consists of unprocessed raw materials,
packaging materials and finished goods with respect to which no further
processing is necessary for the sale thereof, other than (a) any such
Inventory which is obsolete, (b) Inventory which is not in good
condition or does not comply with all standards imposed by any
governmental authority having regulatory authority over such goods or
their manufacture, use or sale, or Inventory which Bank has in good
faith determined, in accordance with Bank's customary business
practices, is otherwise unacceptable due to age, type, category and/or
quantity, (c) Inventory which is held on consignment or consists of
experimental products or products not yet proven commercially viable by
reason of a significant number of purchase orders, or Inventory held
for promotional purposes and as samples, or Inventory returned due to
defects or product warranty problems, (d) Inventory which is not
maintained at one of the places of business and/or locations provided
in the Security Agreement executed by Mardel, (e) Inventory not either
useable or saleable, at prices not less than the standard cost, in the
ordinary course of Mardel's business, or (f) Inventory which is not
subject to a first priority perfected security interest in favor of
Bank.
4. The definition of "Security Agreements" in Section 2 of the
Loan Agreement shall be deleted in its entirety and in its place shall be
substituted the following:
Security Agreements shall mean the Security Agreement
executed by PM Resources, the Security Agreement executed by Zema and
the Security Agreement executed by Mardel, each delivered to Bank
pursuant to Section 5.1, as the same may from time to time be amended,
and Security Agreement shall mean any of them.
All references in the Loan Agreement to a "Security Agreement," to "either of
the Security Agreements," to "each of the Security Agreements" and other
references of similar import shall hereafter be amended and deemed to refer to
and include the Security Agreement executed by Mardel on the date hereof as well
as those Security Agreements previously executed by PM and Zema.
5. Section 3.1(c) of the Loan Agreement shall be deleted in
its entirety and in its place shall be substituted the following:
(c) Borrowing Base. For purposes of computing the amount
of the Bank's Facility A Commitment, the "Borrowing Base" shall mean
the sum of:
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(i) Seventy-Five Percent (75%) of the face amount
of Eligible Accounts of each of the Borrowers, plus
(ii) Fifty Percent (50%) of the Eligible Non-Chow
Inventory of PM Resources, plus
(iii) Sixty Percent (60%) of the Eligible Chow
Inventory of PM Resources, plus
(iv) Thirty-Five Percent (35%) of the Eligible Zema
Inventory, plus
(v) Thirty-Five Percent (35%) of the Eligible
Mardel Inventory.
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 and to add Mardel as a party thereto. 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.
6. The last four sentences of Section 3.2 of the Loan
Agreement shall be deleted in their entirety and in their place shall be
substituted the following:
Borrowers further request and authorize Bank, in Bank's sole and
absolute discretion, to make a Prime Loan to Borrowers hereunder at the
end of each day in which Borrowers shall have an overdraft (negative
ledger balance) in either or both of (1) PM Resources' operating
account (Account No. 9800802535) with Bank or Mardel's operating
account (Account No. ____________) with Bank, after crediting all
deposits received in immediately available funds and debiting all
withdrawals made and checks presented against such accounts and honored
by Bank as of such date, which Prime Loan shall be in the amount of
such overdraft (or if overdrafts exist in both such accounts then the
sum of such overdrafts) without any other request or authorization
therefor from Borrowers and without notice to Borrowers. Similarly,
Borrowers request that Bank apply any collected balances in excess of a
mutually predetermined amount remaining at the end of any day in either
of PM Resources' operating account and/or in Mardel's operating account
to the repayment of the principal balance of Borrowers' Obligations
outstanding as Prime Loans under the Note. Borrowers also hereby agree
jointly and severally to indemnify Bank and hold Bank harmless from and
against any and all claims, demands, damages, liabilities, losses,
costs and expenses (including, without limitation, Attorneys' Fees)
relating to or arising out of or in connection with the acceptance of
instructions for making Loans or repayments hereunder.
Contemporaneously with the execution of this Agreement, Borrowers shall
execute and deliver to Bank a Note of Borrowers dated the date of its
execution and payable jointly and severally to the order of Bank in the
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original principal amount of Six Million Two Hundred Twenty-Five
Thousand Dollars ($6,225,000.00) in the form attached hereto as Exhibit
C and incorporated herein by reference (as the same may from time to
time be amended, modified, extended or renewed, the "Note").
7. The agreements of Bank contained herein are expressly
conditioned upon deliver by Borrowers of the following:
(a) the executed original of this Amendment to
Second Amended and Restated Revolving Credit Agreement;
(b) the executed original of the amended and
restated Note;
(c) the executed original Security Agreement of
Mardel, together with such UCC-1 financing statements and 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 Second Amended and Restated
Revolving Credit Agreement and the amended and restated Note, the Security
Agreement of Mardel and the other Transaction Documents, certified by the
Secretary of each such Borrower;
(e) certificates of corporate good standing of Mardel issued by the
Secretary of State of the State of Delaware and by the Secretary of State of the
State of Illinois;
(f) the original of the new Guaranty of Agri-Nutrition Group Limited
guarantying all of the indebtedness of each of the Borrowers to Bank, duly
executed by Agri- Nutrition Group Limited;
(g) a copy of resolutions of Agri-Nutrition Group Limited, duly adopted,
which authorize the execution, delivery and performance of the Guaranty,
certified by the Secretary of Agri-Nutrition Group Limited;
(h) the Consent of Agri-Nutrition Group Limited in the form attached
hereto, acknowledging the amendments contained herein and the continuing
effectiveness of the Pledge Agreement and the Subordination Agreement, duly
executed by Agri-Nutrition Group Limited;
(i) a Subordination and Standby Agreement duly executed by Xxxxx X.
Xxxxxxxxxx in favor of Bank subordinating all indebtedness of Borrowers to Xxxxx
X. Xxxxxxxxxx to Borrowers' Obligations to Bank under the Agreement and the
Note;
(j) an opinion of counsel of Xxxx, Xxxxx & Xxxxxx, independent counsel to
Borrowers and Guarantor, in form and substance acceptable to Bank concerning the
due authorization, execution and validity of the above-referenced agreements and
transactions and such other matters as Bank may reasonably require; and
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(k) such other documents as Bank may reasonably
request.
8. Borrowers hereby represent and warrant to Bank that:
(a) The execution, delivery and performance by Borrowers of this
Amendment to Second Amended and Restated Revolving 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 Second Amended and Restated Revolving 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 Second Amended and Restated Revolving
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.
9. 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 Second Amended and Restated
Revolving Credit Agreement.
10. This Amendment to Second Amended and Restated Revolving
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.
11. This Amendment to Second Amended and Restated Revolving
Credit Agreement shall be governed by and construed in accordance with the
internal laws of the State of Missouri.
12. In the event of any inconsistency or conflict between this
Amendment to Second Amended and Restated Revolving Credit Agreement and the Loan
Agreement, the terms, provisions and conditions of this Amendment to Second
Amended and Restated Revolving Credit Agreement shall govern and control.
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13. 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.
14. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this
instrument as of the date first written above on this _____ day of September,
1997.
PM RESOURCES, INC.
By:
Xxxxxx X. Xxxxxxxxx, Vice President
and Treasurer
ZEMA CORPORATION
By:
Xxxxxx X. Xxxxxxxxx, Secretary
MARDEL ACQUISITION CORPORATION
By:
Xxxxxx X. Xxxxxxxxx, Vice President,
Secretary and Treasurer
FIRST BANK
By:
Xxxxxx X. Xxxx, Vice President
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CONSENT TO AMENDMENT TO SECOND AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
The undersigned hereby consents to the terms of the foregoing
Amendment to Second Amended and Restated Revolving 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 acknowledges that the execution and delivery by PM
Resources, Inc., Zema Corporation and Mardel Acquisition Corporation of said
Amendments will not affect or impair the undersigned's obligations to and
agreements with Bank under (i) the Guaranty dated of even date herewith being
executed by the undersigned in favor of Bank (the "Guaranty"), (ii) that certain
Agreement of Pledge (Third Party) dated July 14, 1995 made by the undersigned in
favor of Bank (the "Pledge Agreement"), or (iii) that certain Subordination and
Standby Agreement dated July 14, 1995 made by the undersigned in favor of Bank
(the "Subordination Agreement"), which obligations and agreements are hereby
ratified and confirmed. The undersigned further acknowledges and agrees that all
references in the Guaranty, the Pledge Agreement and in the Subordination
Agreement to the "Revolving Credit Agreement" and other references of similar
import shall henceforth mean the foregoing Second Amended and Restated Revolving
Credit Agreement, amended on the date hereof and as the same may from time to
time be further amended; all references in the Guaranty, the Pledge Agreement
and the Subordination 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 Guaranty, the Pledge Agreement and the
Subordination 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 September ___, 1997.
AGRI-NUTRITION GROUP LIMITED
By:
Xxxxxx X. Xxxxxxxxx, Vice President
and Chief Financial Officer
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EXHIBIT A
BORROWING BASE CERTIFICATE
This Borrowing Base Certificate is delivered pursuant to
Section 3.1(d) of that certain Second Amended and Restated Revolving Credit
Agreement dated June 18, 1997 made by and between PM Resources, Inc., Zema
Corporation, Mardel Acquisition Corporation and First Bank (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. 60% of Eligible Chow Inventory of PM Resources, valued
at the lower of cost or market $
3. 50% of Eligible Non-Chow Inventory of PM Resources, valued
at the lower of cost or market $
4. 75% of the face amount of Eligible Accounts of Zema $
5. 35% of Eligible Zema Inventory, valued at the lower
of cost or market $
6. 75% of the face amount of Eligible Accounts of Mardel $
7. 35% of Eligible Mardel Inventory, valued at the lower
of cost or market $
8. Total Borrowing Base $
(sum of 1 through 7 above not to exceed $3,000,000.00)
Borrowers hereby further represent and warrant to Bank that
the following information is true and correct as of , 19__:
9. Aggregate principal amount of outstanding Facility A Loans $
10. Borrowing Base Excess (Deficit) (Item 8 minus Item 9)
(Negative amount represents mandatory repayment) $
If Item 10 above is negative, this Borrowing Base Certificate
is accompanied by the mandatory repayment required by Section 3.1(e) of the Loan
Agreement.
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11. Maximum Available principal amount of Facility B Loans $
12. Aggregate principal amount of outstanding Facility B Loans $
This Borrowing Base Certificate is dated the _____ day of
, 19__.
PM RESOURCES, INC.
By:
Title:
ZEMA CORPORATION
By:
Title:
MARDEL ACQUISITION CORPORATION
By:
Title:
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EXHIBIT C
Revolving Credit Note
$6,225,000.00 St. Louis, Missouri
September ___, 1997
FOR VALUE RECEIVED, on March 31, 1999 (or such subsequent
anniversary thereof as determined pursuant to Section 3.9 of the Loan Agreement
(hereinafter identified)), the undersigned, PM RESOURCES, INC., a Missouri
corporation, ZEMA CORPORATION, a Delaware corporation and MARDEL ACQUISITION
CORPORATION, a Delaware corporation (which subsequent to the date hereof shall
change its name to Mardel Laboratories, Inc.) (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 Six Million
Two Hundred Twenty-Five Thousand Dollars ($6,225,000.00), 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) Three Million Dollars ($3,000,000.00),
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 the lesser of (i) Three Million Two Hundred Twenty-Five Thousand
Dollars ($3,225,000.00) 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 either
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
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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 Amended and
Restated Revolving Credit Agreement dated as of the date hereof 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 July 14, 1995 and executed by PM Resources, Inc. in favor of Bank, by that
certain Security Agreement dated as of July 14, 1995 executed by Zema
Corporation in favor of Bank and by that certain Security Agreement dated as of
September ___, 1997 executed by Mardel Acquisition Corporation 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
(Third Party) dated as of July 14, 1995 and executed by Agri-Nutrition Group
Limited in favor of Bank (as the same may from time to time be amended, the
"Pledge Agreement"), to which Pledge Agreement 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 either 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, either of the Security Agreements,
the Deed of Trust or the Pledge Agreement, Bank may, at
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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 either of the Security
Agreements, the Deed of Trust or the Pledge Agreement 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.
PM RESOURCES, INC.
By:
Xxxxxx X. Xxxxxxxxx,
Vice President
ZEMA CORPORATION
By:
Xxxxxx X. Xxxxxxxxx, Secretary
MARDEL ACQUISITION CORPORATION
By:
Xxxxxx X. Xxxxxxxxx, Vice President.
Secretary and Treasurer
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