REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH INTEGRATED BIOPHARMA, INC., InB:MANHATTAN DRUG COMPANY, INC., AGROLABS, INC., IHT HEALTH PRODUCTS, INC., IHT PROPERTIES CORP. AND VITAMIN...Revolving Credit, Term Loan and Security Agreement • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
Revolving Credit, Term Loan and Security Agreement dated June 27, 2012 among INTEGRATED BIOPHARMA, INC., a corporation organized under the laws of the State of Delaware (“Integrated”), InB:MANHATTAN DRUG COMPANY, INC., a corporation organized under the laws of the State of New York (”MD”), AGROLABS, INC., a corporation organized under the laws of the State of New Jersey (“AL”), IHT HEALTH PRODUCTS, INC., a corporation organized under the laws of the State of Delaware (“IHT”), IHT PROPERTIES CORP., a corporation organized under the laws of the State of Delaware (“IHTP”), and VITAMIN FACTORY, INC. (also known as The Vitamin Factory), a corporation organized under the laws of the State of Delaware (“Vitamin”) (Integrated, MD, AL, IHT, IHTP and Vitamin, each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as age
CONTINUING LIMITED GUARANTYContinuing Limited Guaranty • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS CONTINUING LIMITED GUARANTY (this “Guaranty”) dated as of June 27, 2012 made by CARL DeSANTIS (the “Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION, a National Banking Association organized under the laws of the United States of America, having an office located at PNC Bank Center, Two Tower Center Boulevard, East Brunswick, New Jersey 08816, as Agent for the Lenders, (the “Bank”).
REVOLVING CREDIT NOTE PNC Bank, National AssociationRevolving Credit Note • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
This Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of the date hereof (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among INTEGRATED BIOPHARMA, INC., a corporation organized under the laws of the State of Delaware (“Integrated”), InB:MANHATTAN DRUG COMPANY, INC., a corporation organized under the laws of the State of New York (”MD ”), AGROLABS, INC., a corporation organized under the laws of the State of New Jersey (“AL”), IHT HEALTH PRODUCTS, INC., a corporation organized under the laws of the State of Delaware (IHT”), VITAMIN FACTORY, INC., a corporation organized under the laws of the State of Delaware (“Vitamin”), IHT PROPERTIES CORP. a corporation organized under the laws of the State of Delaware (“IHTP”) (Integrated, MD, AL, IHT, Vitamin and IHTP each a “Borrower”, and collectively “Borrowers”), and PNC BANK,
Mortgage and Security AgreementMortgage and Security Agreement • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations
THIS MORTGAGE AND SECURITY AGREEMENT (this “Mortgage”) is made as of the 27th day of June, 2012, by IHT PROPERTIES CORP., a Delaware corporation (the “Mortgagor”), with an address at 225 Long Avenue, Building 15, P.O. Box 278, Hillside, New Jersey 07205 in favor of PNC BANK, NATIONAL ASSOCIATION as Agent for the Lenders (the “Mortgagee”), with an address at Two Tower Center Boulevard, East Brunswick, New Jersey 08816.
Environmental Indemnity AgreementEnvironmental Indemnity Agreement • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is made as of the 27th day of June, 2012, by INTEGRATED BIOPHARMA, INC., a corporation of the State of Delaware (“Integrated”), InB:MANHATTAN DRUG COMPANY, INC., a corporation of the State of New York (“MD”), AGROLABS, INC., a corporation of the State of New Jersey (“AL”), IHT HEALTH PRODUCTS, INC., a corporation of the State of Delaware (“IHT”), VITAMIN FACTORY, INC., a corporation of the State of Delaware (“Vitamin”), IHT PROPERTIES CORP., a corporation of the State of Delaware (“IHTP” and collectively with Integrated, MD, AL, IHT and Vitamins, the “Borrower” and the “Indemnitor”), each with an address at 225 Long Avenue, Building 15, P.O. Box 278, Hillside, New Jersey 07205, in favor of PNC BANK, NATIONAL ASSOCIATION, as Agent for Lenders (the “Bank”), with an address at Two Tower Center Boulevard, East Brunswick, New Jersey 08816.
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Subordination Agreement”) is made as of the 27th day of June, 2012 by and between PNC BANK, NATIONAL ASSOCIATION, as Agent for Lenders (the "Bank”) and CD Financial, LLC, a Florida limited liability company having its principal place of business at 3299 NW Second Avenue, Boca Raton, Florida 33431 (the “Junior Creditor”), and is acknowledged by Integrated BioPharma, Inc., a Delaware corporation, InB:Manhattan Drug Company, Inc., a New York corporation, AgroLabs, Inc., a New Jersey corporation, IHT Health Products, Inc., a Delaware corporation, Vitamin Factory, Inc., a Delaware corporation, and IHT Properties Corp., a Delaware corporation (collectively, the “Borrower”).
AMENDED AND RESTATED SUBSIDIARY GUARANTEESubsidiary Guarantee • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED SUBSIDIARY GUARANTEE, dated as of June 27, 2012 (as amended, restated, modified or supplemented from time to time, this “Guarantee”), is by each of the Subsidiaries (as defined in the Securities Purchase Agreement referred to below) of Integrated BioPharma, Inc., a Delaware corporation (the “Company”) party hereto from time to time, whether as an original signatory hereto or as an Additional Guarantor (as defined in Section 4.2 below) (such Subsidiaries are collectively referred to herein as the “Guarantors”), and CD Financial, LLC, in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), for the benefit of the Secured Parties (as defined in the Securities Purchase Agreement referred to below).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 27, 2012, is by and among Integrated BioPharma, Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company party hereto from time to time, whether as an original signatory hereto or as an Additional Debtor (as defined in Section 4.5 below) (such Subsidiaries, the “Subsidiary Debtors” and, collectively with the Company, the “Debtors”), and CD Financial, LLC, a Florida limited liability company, in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), for the benefit of the Secured Parties (as defined in the Securities Purchase Agreement referred to below).
TERM NOTETerm Note • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
This Term Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of the date hereof (as amended, supplemented, restated or modified from time to time, the “Loan Agreement”) by and among INTEGRATED BIOPHARMA, INC., a corporation organized under the laws of the State of Delaware (“Integrated”), InB:MANHATTAN DRUG COMPANY, INC., a corporation organized under the laws of the State of New York (”MD ”), AGROLABS, INC., a corporation organized under the laws of the State of New Jersey (“AL”), IHT HEALTH PRODUCTS, INC., a corporation organized under the laws of the State of Delaware (IHT”), VITAMIN FACTORY, INC., a corporation organized under the laws of the State of Delaware (“Vitamin”) and IHT PROPERTIES CORP., a corporation organized under the laws of the State of Delaware (“IHTP) (Integrated, MD, AL, IHT, Vitamin and IHTP each a “Borrower”, and collectively “Borrowers”) and PNC BANK, NATIONAL
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") made this 27th day of June, 2012 by and between INTEGRATED BIOPHARMA, INC., a Delaware corporation having an address at 225 Long Avenue, Building 15, P.O. Box 278, Hillside, New Jersey 07025 (the “Pledgor”), and PNC BANK, NATIONAL ASSOCIATION, as Agent for the Lenders, having an office at Two Tower Center Boulevard, East Brunswick, New Jersey 08816 (the “Bank” and “Pledgeholder”):
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2012 • Integrated Biopharma Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of June 27, 2012, is by and between INTEGRATED BIOPHARMA, INC., a Delaware corporation (the “Company”), and CD FINANCIAL, LLC, a Florida limited liability company (the “Investor” or “CD Financial”).
