EXHIBIT 10.19
FOURTH AMENDMENT TO REVOLVING CREDIT NOTE
This Fourth Amendment to Revolving Credit Note (the "Fourth Amendment") is dated
May __,2005 by and between NUTRITION MANAGEMENT SERVICES COMPANY, a Pennsylvania
corporation, THE COLLEGEVILLE INN CONFERENCE & TRAINING CENTER, Inc., a
Pennsylvania corporation, and APPLE FRESH FOODS, LTD., a Pennsylvania
corporation (collectively, the "Borrower"), and WILMINGTON TRUST OF
PENNSYLVANIA, (the "Bank") a Pennsylvania banking corporation.
BACKGROUND
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I. The Borrower and the Bank entered into a Loan Agreement dated February 7,
2001 (as amended, the "Loan Agreement"), pursuant to which the Lender agreed to
make a available to the Borrower a Working Capital Credit Facility (the "Credit
Facility").
2. The Credit Facility is evidenced by a Revolving Credit Note dated February 7,
2001 in the original principal amount of Four Million Dollars ($4,000,000) (as
amended, the "Note").
3. In October, 2003, the Borrower and the Bank amended the Note to reduce the
availability under the Note to $3,500,000 and to require additional collateral
from the Borrower.
4. In December 2003, the Borrower and the Bank amended the Note to extend the
Maturity Date of the Note to March 31, 2005.
5. In December 2004, the Borrower and the Bank amended the Note to extend the
Maturity Date of the Note of December 31, 2005.
6. The Borrower has requested that the Bank extend the maturity date of the Note
to June 30, 2006.
7. The Bank has agreed to Borrower's request under the terms and conditions
herein.
AGREEMENT
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NOW, THEREFORE, the Bank and the Borrower, each intending to be legally bound,
hereby covenant, agree and amend the Loan Agreement as follows:
(a) INCORPORATION OF BACKGROUND. The Background provisions of this Fourth
Amendment are incorporated herein by reference thereto as if fully set forth
herein. Any defined terms used but not defined herein shall have the meaning
attributed to them in the Loan Agreement.
(b) MODIFICATION TO MATURITY DATE. The Note shall mature and be due and payable
in full on or before June 30, 2006.
(c) PAYMENTS OF PRINCIPAL AND INTEREST. The Borrower shall continue to make
payments of principal and interest to the Bank monthly according to the terms of
the Note.
(d) RATIFICATION. Except as specifically modified herein, the Note is hereby
ratified and confirmed.
(e) LOAN AGREEMENT. The Loan Agreement dated February 7, 2001 (as amended) is
incorporated herein by reference.
(f) CONFESSION OF JUDGMENT. Borrower hereby ratifies the Confession of Judgment
clause contained in the Note and acknowledges the waiver of rights associated
therewith.
IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has caused
this Fourth Amendment to be duly executed the day and year first above written.
NUTRITION MANAGEMENT SERVICES COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President
Attest: /s/ Xxxxxxxx X. Xxxx
------------------------
Secretary
THE COLLEGEVILLE INN CONFERENCE & TRAINING CENTER, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
President
Attest: /s/ Xxxxxxxx X. Xxxx
------------------------
Secretary
APPLE FRESH FOODS, LTD.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
President
Attest: /s/ Xxxxxxxx X. Xxxx
------------------------
Secretary
