FIRST AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT
THIS REVOLVING LOAN AND SECURITY AGREEMENT is dated as of September 30,
2000, and is by and among BALTEK CORPORATION, a Delaware corporation having its
principal executive offices at 00 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
("Baltek") and CRUSTACEA CORPORATION,a Delaware corporation having its principal
executive offices at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
("Crustacea") (each a "Borrower" and collectively the "Borrowers") and SUMMIT
BANK, a banking institution of the State of New Jersey having an office located
at 000 Xxxxx Xxxxxx, Xxxxxxxxxx", Xxx Xxxxxx 00000 (the "Bank").
W I T N E S S E T H
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WHEREAS, the Borrowers and the Bank entered into a Revolving Loan and
Security Agreement dated as of December 21, 1999 (the "Loan Agreement"); and
WHEREAS, the Borrowers and the Bank have agreed to amend certain terms
of the Loan Agreement as more fully defined herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Definitions. Except as otherwise defined herein, terms defined in
the Loan Agreement shall have the same meaning when used herein.
2. Amendment of Loan Agreement. The Loan Agreement is hereby amended as
follows:
(a). Section 1.1 is hereby amended so that the definition of "Maturity
Date" is hereby amended to mean December 31, 2000.
3. Substitute Note. Concurrently herewith, the Borrower shall execute
and deliver to the Bank a Substitute Revolving Credit Note (the "Substitute
Note") which shall supersede, and be in substitution for, the original Revolving
Credit Note dated as of December 21, 1999 (the "Original Note") executed and
delivered pursuant to the provisions of paragraph 2 of the Loan Agreement and
shall be the "Note" as defined and described in the Loan Agreement for all
purposes. It is expressly agreed that the execution and delivery of such
Substitute Note shall not evidence or represent a refinancing, repayment, accord
or satisfaction or novation of the indebtedness evidenced by the Original Note.
4. Representations and Warranties. In order to induce the Bank to enter
into this Agreement and amend the Loan Agreement as provided herein, the
Borrowers hereby represent and warrant to the Bank that:
(a) Except as otherwise disclosed in writing to the Bank, all of the
representations and warranties of the Borrowers set forth in the Loan Agreement
are true, complete and correct in all material respects on and as of the date
hereof with the same force and at length herein.
(b) No Default or Event of Default presently exists and is continuing
on and as of the date hereof.
(c) Except as otherwise disclosed in writing to the Bank, since the
date of the Borrowers' most recent financial statements delivered to the Bank,
no material adverse change has occurred in the business, assets, liabilities,
financial condition or results of operations of the Borrowers, and no event has
occurred or failed to occur which has had a material adverse effect on the
business, assets, liabilities, financial condition or results of operations of
the Borrowers.
(d) The Borrowers have full power and authority to execute, deliver and
perform any action or step which may be necessary to carry out the terms of this
Agreement and all other agreements, documents and instruments executed and
delivered by the Borrowers to the Bank concurrently herewith or in connection
herewith (collectively, the "Amendment Documents"); each Amendment Document to
which the Borrowers are a party has been duly executed and delivered by the
Borrowers and is the legal, valid and binding obligation of the Borrowers
enforceable in accordance with its terms, subject to any applicable bankruptcy,
insolvency, general equity principles or other similar laws affecting the
enforcement of creditor's rights generally.
(e) The execution, delivery and performance of the Agreement Documents
will not (i) violate any provision of any existing law, statute, rule regulation
or ordinance (ii) conflict with, result in a breach of or constitute a default
under (a) the certificate of incorporation or by-laws of the Borrowers or (b)
any order, judgment, award or decree of any court, governmental authority,
bureau or agency, or (c) any mortgage, indenture, lease, contract or other
agreement or undertaking to which the Borrowers are a party or by which the
Borrowers or any of their properties or assets may be bound, or (iii) result in
the creation or imposition of any lien or other encumbrance upon or with respect
to any property or asset now owned or hereafter acquired by the Borrowers.
(f) No consent, license, permit, approval or authorization of,
exemption by, notice to, report to, or registration, filing or declaration with
any person is required in connection with the execution, delivery, performance
or validity of the Amendment Documents or the transactions contemplated thereby.
(g) The Borrowers agree to pay to the Bank the sum of $750.00 in
reimbursement for all costs and expenses, including counsel fees, incurred by
the Bank in connection with the Amendment Documents and the transactions
contemplated therein.
5. No Change. Except as expressly set forth herein, all of the terms
and provisions of the Loan Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
ATTEST: BALTEK CORPORATION
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: President
ATTEST: CRUSTACEA CORPORATION
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: President
