Exhibit 10.1.1
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, CAPITAL
EXPENDITURE LINE AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, CAPITAL
EXPENDITURE LINE AND SECURITY AGREEMENT (the "Agreement") is entered into on the
28th day of September, 2001, effective as of June 30, 2001 by and among PHILIPP
BROTHERS CHEMICALS, INC., a corporation organized under the laws of the State of
New York, ("Borrower"), Phibro-Tech, Inc., a corporation organized under the
laws of the State of Delaware, C P Chemicals, Inc., a corporation organized
under the laws of the State of New Jersey, The Prince Manufacturing Company, a
corporation organized under the laws of the State of Pennsylvania, The Prince
Manufacturing Company, a corporation organized under the laws of the State of
Illinois, Prince Agriproducts, Inc., a corporation organized under the laws of
the State of Delaware, Mineral Resource Technologies, L.L.C., a limited
liability company organized under the laws of the State of Delaware, MRT
Management Corp., a corporation organized under the laws of the State of
Delaware, Koffolk, Inc., a corporation organized under the laws of the State of
Delaware, Phibro-Chem, Inc., a corporation organized under the laws of the State
of New Jersey, PhibroChemicals, Inc., a corporation organized under the laws of
the State of New York, Western Magnesium Corp., a corporation organized under
the laws of the State of California, Phibro Animal Health Holdings, Inc., a
corporation organized under the laws of Delaware, and Phibro Animal Health U.S.,
Inc., a corporation organized under the laws of Delaware (each a "Guarantor" and
collectively "Guarantors"), 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, a national banking association
("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").
RECITALS
Whereas, on August 19, 1998, PNC, the Borrower and certain Guarantors
entered into a Revolving Credit, Acquisition Term Loan and Security Agreement
(as such has been amended, supplemented and/or restated until November 28, 2000,
the "Original Loan Agreement"), pursuant to which certain Lenders extended
various credit facilities in favor of the Borrower;
Whereas, on November 29, 2000, Borrower, Guarantors and Lenders amended
and restated the Original Loan Agreement and entered into an Amended and
Restated Revolving Credit, Capital Expenditure Line and Security Agreement (as
may be amended, supplemented and/or restated, the "Loan Agreement"), pursuant to
which the Lenders extended various credit facilities in the aggregate amount of
$85,000,000 in favor of the Borrower; and
Whereas, Borrower, Guarantors and Lenders have agreed to modify the terms
of the Loan Agreement as set forth in this Agreement.
Now, therefore, in consideration of Lender's continued extension of credit
and the agreements contained herein, the parties agree as follows:
AGREEMENT
1) ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent
statement of account sent to Borrower with respect to the Obligations is
correct.
2) MODIFICATIONS. The Loan Agreement be and hereby is modified as follows:
(A) The following definitions contained in Section 1.2 are hereby deleted
and new definitions are substituted therefor to read as follows:
"Fixed Charge Coverage Ratio" shall mean the ratio of (a) EBITDA
(excluding all EBITDA (positive or negative) of Agtrol U.S. for the
fiscal year ending June 30, 2001) minus domestic Unfinanced
Capitalized Expenditures, domestic cash taxes, domestic cash royalty
or earn out payments with respect to Obligors due to Pfizer Inc.
under the Asset Purchase Agreement, and domestic cash dividends
permitted by the terms of Section 7.7 hereof, all made during the
period being tested, to (b) all
domestic scheduled principal and interest payments (less any
domestic cash interest income) on all domestic Funded Indebtedness
during the period being tested.
"Interest Coverage Ratio" shall mean Consolidated EBITDA of Borrower
on a consolidated basis (including all direct and indirect domestic
and foreign Subsidiaries) divided by interest on all Funded
Indebtedness of the Borrower on a consolidated basis (including all
direct and indirect domestic and foreign Subsidiaries). For purposes
of all calculations under this definition, EBITDA shall exclude all
EBITDA (positive or negative) of Agtrol International and Agtrol
U.S. for the fiscal year ending June 30, 2001.
3) CONSENTS. Lenders hereby consent to:
(A) the merger of Koffolk, Inc., a corporation organized under the laws of
the State of Delaware, with and into Phibro Animal Health U.S., Inc., a
corporation organized under the laws of Delaware; and
(B) the merger of Mineral Resource Technologies, L.L.C., a limited
liability company organized under the laws of the State of Delaware, with
and into MRT Management Corp., a corporation organized under the laws of
Delaware; provided that the Borrower shall have delivered all
documentation related thereto.
4) ACKNOWLEDGMENTS. Borrowers acknowledge and represent that:
(A) the Loan Agreement and other Loan Documents, as amended hereby, are in
full force and effect without any defense, claim, counterclaim, right or
claim of set-off;
(B) to the best of their knowledge, no default by the Agent or Lenders in
the performance of their duties under the Loan Agreement or the other Loan
Documents has occurred;
(C) all representations and warranties of the Borrower contained herein
and in the other Loan Documents are true and correct in all material
respects as of this date, except for any representation or warranty that
specifically refers to an earlier date and except to the extent that the
Agent and the Lenders have been notified by the Borrower that any
representation or warranty is not correct and the Required Lenders have
explicitly waived in writing compliance with such representation or
warranty (which waiver is hereby granted) and except for changes not
prohibited by the terms of the Loan Agreement;
(D) Borrowers have taken all necessary corporate or company action to
authorize the execution and delivery of this Agreement; and
(E) this Agreement is a modification of an existing obligation and is not
a novation.
5) PRECONDITIONS. The Borrower shall deliver the following: (a) an executed
First Amendment to Amended and Restated Revolving Credit, Capital
Expenditure Line and Security Agreement, (b) commitment fee in the amount
of $75,000 payable to the Lenders, and (c) all documentation related to
Subsection 3(A) above. It is understood and agreed that Borrower shall pay
all fees and costs incurred by Lenders in entering into this Agreement and
the other documents executed in connection herewith, including but not
limited to all reasonable attorney fees and expenses of Lenders' counsel.
6) MISCELLANEOUS. This Agreement shall be construed in accordance with and
governed by the laws of the State of New Jersey, without reference to that
state's conflicts of law principles. This Agreement and the other Loan
Documents constitute the sole agreement of the parties with respect to the
subject matter hereof and thereof and supersede all oral negotiations and
prior writings with respect to the subject matter hereof and thereof. No
amendment of this Agreement, and no waiver of any one or more of the
provisions hereof shall be effective unless set forth in writing and
signed by the parties hereto. The illegality, unenforceability or
inconsistency of any provision of this Agreement shall not in any way
affect or impair the legality, enforceability or consistency of the
remaining provisions of this Agreement or the other Loan Documents. This
Agreement and the other Loan Documents are intended to be consistent.
However, in the event of any inconsistencies among this Agreement and any
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of the Loan Documents, the terms of this Agreement, then the Loan
Agreement, shall control. This Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts. Each
such counterpart shall be deemed an original, but all such counterparts
shall together constitute one and the same agreement.
7) DEFINITIONS. The terms used herein and not otherwise defined or modified
herein shall have the meanings ascribed to them in the Loan Agreement. The
terms used herein and not otherwise defined or modified herein or defined
in the Loan Agreement shall have the meanings ascribed to them by the
Uniform Commercial Code as enacted in New Jersey.
IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the
day and year first above written.
BORROWER:
ATTEST: PHILIPP BROTHERS CHEMICALS, INC.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Parker Plaza
Fort Lee, N.J. 07024
GUARANTORS:
ATTEST: PHIBRO-TECH, INC.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: C P CHEMICALS, INC.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: THE PRINCE MANUFACTURING COMPANY (PA)
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
700 Lehigh Street
Bowmanstown, P.A. 18030
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ATTEST: THE PRINCE MANUFACTURING COMPANY (IL)
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Prince Plaza
P.O. Box 1009
Quincy, Il. 62306
ATTEST: PRINCE AGRIPRODUCTS, INC.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Prince Plaza
P.O. Box 1009
Quincy, Il. 62306
ATTEST: MINERAL RESOURCE TECHNOLOGIES, L.L.C.
By: MRT MANAGEMENT CORP.,
as Managing Member
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
120 Interstate North Parkway East
Suite 440
Atlanta, G.A. 30339
ATTEST: MRT MANAGEMENT CORP.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
120 Interstate North Parkway East
Suite 440
Atlanta, G.A. 30339
ATTEST: KOFFOLK, INC.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: PHIBRO-CHEM, INC.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Parker Plaza
Fort Lee, N.J. 07024
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ATTEST: PHIBROCHEMICALS, INC.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: WESTERN MAGNESIUM CORP.
BY: /s/ Joseph M. Katzenstein By: /s/ David C. Storbeck
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary David C. Storbeck, Vice President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: PHIBRO ANIMAL HEALTH HOLDINGS, INC.
BY: /s/ Joseph M. Katzenstein By: /s/ Marvin S. Sussman
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary Marvin S. Sussman, Chief
Executive Officer
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: PHIBRO ANIMAL HEALTH U.S., INC.
BY: /s/ Joseph M. Katzenstein By: /s/ Marvin S. Sussman
-------------------------------- ---------------------------------
Joseph M. Katzenstein, Secretary Marvin S. Sussman, Chief
Executive Officer
One Parker Plaza
Fort Lee, N.J. 07024
LENDERS:
ATTEST: PNC BANK, NATIONAL ASSOCIATION,
as Lender and as Agent
By: /s/ Michelle Stanley-Nurse
-------------------------------------
Name: Michelle Stanley-Nurse
Title: Vice President
Address: Two Tower Center Boulevard
East Brunswick, New Jersey 08816
Commitment Percentage: 41.1764705882%
5
BANK OF AMERICA, N. A., as Lender
By: /s/ Edmundo E. Kahn
-------------------------------------
Name: Edmundo E. Kahn
Title: Vice President
Address: 335 Madison Avenue
6th Floor
New York, New York 10017
Commitment Percentage: 29.4117647059%
GENERAL ELECTRIC CAPITAL CORPORATION, as
Lender
By: /s/ Moira Duncan
-------------------------------------
Name: Moira Duncan
Title Senior Risk Manager
Address: 980 Washington Street,
Suite 123
Dedham, MA 02026
Commitment Percentage: 29.4117647059%