WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT
THIS WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment")
is entered into as of November 13, 2000, by and among XXXXXX, INC., a Delaware
corporation (the "Company"), XXXXXX TECHNICAL SERVICES, INC., a Delaware
corporation ("Technical"), BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware
corporation, ZETAPHARM, INC., a New York corporation, and XXXXXX NATURAL
PRODUCTS, INC., a Delaware corporation (collectively, the "Borrowers"), and
XXXXX FARGO BANK, N.A. (the "Lender").
RECITALS
WHEREAS, the Borrowers are currently indebted to the Lender pursuant to
the terms and conditions of that certain Credit Agreement dated as of June 11,
1999 (the "Original Agreement"; the Original Agreement, as heretofore amended
and as amended hereby, the "Agreement"); and
WHEREAS, the Lender and the Borrowers have agreed to certain changes in
the terms and conditions set forth in the Agreement and have agreed to amend the
Agreement to reflect said changes;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree to the following
waivers and that the Agreement shall be amended as follows:
A. Amendments.
1. Section 6.07 of the Agreement is amended by deleting entirely
subsection (c) thereof.
2. Section 6.07 of the Agreement is further amended by deleting
entirely subsection (d) thereof.
3. Section 6.07 of the Agreement is further amended by deleting
entirely subsection (e) thereof.
4. Section 6.07 of the Agreement is further amended by deleting
entirely subsection (f) thereof.
5. Section 6.07 of the Agreement is further amended by redesignating
subsection (g) thereof as subsection (c).
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B. WAIVERS. The Lender hereby waives, for the Company's fiscal period
ending September 30, 2000 only, compliance by the Borrowers with their financial
covenants contained in subsections (d) and (e) of Section 6.07 of the Agreement,
as in effect prior to this Amendment.
C. GENERAL. Except as specifically provided herein, all terms and
conditions of the Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Agreement shall have the same meaning
when used in this Amendment. This Amendment and the Agreement shall be read
together as one document. This Amendment shall be effective upon delivery by the
Lender to the Company of an executed counterpart original or facsimile copy.
The Borrowers hereby remake all representations and warranties
contained in the Agreement and reaffirm all covenants set forth therein. The
Borrowers further certify that as of the date of this Amendment, giving effect
to the provisions hereof, there exists no Event of Default as defined in the
Agreement, nor any condition, act or event which with the giving of notice or
the passage of time or both would constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first written above.
XXXXXX, INC. XXXXX FARGO BANK, N.A.
By: /s/Xxxxxxx Xxxxxxxxx By: /s/Art Brokx
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Name: Xxxxxxx Xxxxxxxxx Name: Art Brokx
Title: Chief Executive Officer Title: Vice President
BOTANICALS INTERNATIONAL
EXTRACTS, INC.
By: /s/Xxxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Executive Officer
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ZETAPHARM, INC.
By: /s/Xxxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Executive Officer
XXXXXX NATURAL PRODUCTS, INC.
By: /s/Xxxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Executive Officer
XXXXXX TECHNICAL SERVICES, INC.
By: /s/Xxxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Executive Officer
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