Exhibit 3.2
AMENDMENT TO AGREEMENTS NO. 5
THIS AMENDMENT TO AGREEMENTS NO. 5 (the "Amendment No. 5") dated as of
May 29, 2004, by and between FLEET NATIONAL BANK, a national banking
association having an office located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000
(the "Bank") and BALCHEM CORPORATION, a corporation organized and existing
under the laws of the State of Maryland and having an address of X.X. Xxx 000,
Xxx Xxxxxxx, Xxx Xxxx 00000 (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, X.X. Xxx 000, Xxx
Xxxxxxx, Xxx Xxxx 00000 (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, an Amendment to Agreements No. 2 dated January 9,
2002, an Amendment to Agreements No. 3 dated May 23, 2002, a letter agreement
dated December 27, 2002, a letter agreement dated May 28, 2003 and an
Amendment to Agreements No. 4 dated August 21, 2003.
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 agrees to extend the maturity of the line of credit
until May 29, 2005.
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/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title:Vice President
BALCHEM CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title:Chief Financial Officer
BCP INGREDIENTS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title:Treasurer
ACKNOWLEDGEMENTS ON FOLLOWING PAGE
ACKNOWLEDGMENTS
STATE OF NEW YORK )
)ss:
COUNTY OF ALBANY )
On the ______ day of _________ in the year 2004 before me, the
undersigned, personally appeared Xxxxxxxx Xxxxx, 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.
______________________________
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF ORANGE )
On the _______day of _________ in the year 2004 before me, the
undersigned, personally appeared Xxxxx X. Xxxxxxxxxxx, 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.
______________________________
Notary Public