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 69 State Street, Albany, New York 12207 (the "Bank")
and BALCHEM CORPORATION, a corporation organized and existing under the laws of
the State of Maryland and having an address of P.O. Box 175, Slate Hill, New
York 10973 (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, P.O. Box 175, Slate Hill, New York 10973
(the "Guarantor"). Any capitalized terms not otherwise defined herein shall have
the meaning ascribed to it in the Loan Agreement (as defined below).
RECITALS:
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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/ Karen D. Finnerty
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Name: Karen D. Finnerty
Title: Vice President
BALCHEM CORPORATION
By: /s/ Frank J. Fitzpatrick
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Name: Frank J. Fitzpatrick
Title: Controller
BCP INGREDIENTS, INC.
By: /s/ Frank J. Fitzpatrick
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Name: Frank J. Fitzpatrick
Title: Treasurer
ACKNOWLEDGEMENTS ON FOLLOWING PAGE
ACKNOWLEDGMENTS
STATE OF NEW YORK )
)ss:
COUNTY OF ALBANY )
On the 23rd day of May in the year 2002 before me, the undersigned,
personally appeared Karen D. Finnerty, 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/
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Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF ORANGE )
On the 23rd day of May in the year 2002 before me, the undersigned,
personally appeared Frank J. Fitzpatrick, 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/
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Notary Public