Gentlemen. Pursuant to the Agreement, the undersigned desire to (check one): ______ Borrow on _________________, ______, an aggregate principal amount of $____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on __________________, _____ to a LIBOR Loan for an Interest Period of ______________ months. OR ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ of such LIBOR Loan under (check one) ____ Facility B or ____ Facility C as a new LIBOR Loan for an Interest Period of _____ months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By: ---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.

Appears in 1 contract

Samples: Credit Agreement (Virbac Corp)

Gentlemen. ~~Pursuant to the Agreement~~For value received, the undersigned ~~desire~~ beneficiary hereby irrevocably transfers to the following institution (~~check one):~~ the "TRANSFEREE"), which has succeeded to us as Trustee under the Amended and Restated Indenture of Mortgage and Deed of Trust dated as of November 1, 1994, from the Metrocrest Hospital Authority in favor of the undersigned, all rights of the beneficiary to draw under the Letter of Credit in its entirety. (Name of Transferee) (Address) By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to the Transferee, and the Transferee shall have the sole rights as beneficiary of the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised direct to the Transferee without necessity of any consent of or notice to us. The Transferee hereby directs the Bank to make all payments of drafts drawn by the Transferee under the Letter of Credit to account number _____________ ~~Borrow on~~ at _________________, ___. The advice of such Letter of Credit is returned herewith, and the Trustee asks the Bank to endorse the transfer on the reverse thereof, and forward the Letter of Credit to the Transferee with the Bank's customary notice of transfer. Very truly yours, SIGNATURE AUTHENTICATED ___, an aggregate principal amount of $____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on __________________, ~~_____ to a LIBOR Loan for an Interest Period of~~ Trustee ______________ months. OR ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ ~~of such LIBOR Loan under (check one)~~ By:___~~_ Facility B or~~ ___~~_ Facility C as a new LIBOR Loan for an Interest Period of~~ ____________________ ~~months commencing on such date~~(Bank) Title:_______________________ ________________________ (Authorized Signature) SIGNATURE AUTHENTICATED _____________________________ By:__________________________ Title:_______________________ Transferee ________________________ (Bank) ________________________ (Authorized Signature) ANNEX IV TO SERIES B LETTER OF CREDIT NOTICE OF EXTENSION OF LETTER OF CREDIT NO. ~~22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly~~S00031639 ______________________, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing19___ _______________________, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By: ---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM ResourcesTrustee _______________________ _______________________ _______________________ National Medical Enterprises, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.Xxxxxxxxxx 00000

Appears in 1 contract

Samples: Securities Pledge and Security Agreement (Tenet Healthcare Corp)

Gentlemen. Pursuant to the Agreement, the undersigned desire to (check one): ______ Borrow on _________________, ______, an aggregate principal amount of $____________ as a (check one) ____ ~~Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a~~ Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans ~~under (check one) ____ Facility B or ____ Facility C~~ on __________________, _____ to a LIBOR Loan for an Interest Period of ______________ months. OR ______ Convert $_____________ of its LIBOR Loan ~~under (check one) ____ Facility B or ____ Facility C~~ with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ of such LIBOR Loan ~~under (check one) ____ Facility B or ____ Facility C~~ as a new LIBOR Loan for an Interest Period of _____ months commencing on such date. ~~22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT~~ Accordingly, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing, and that no such Exhibit 10 Amendment to Credit Agreement Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. ~~JON XXXORATORIES~~JXX LABORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By: ~~---------------------------------------- Josexx~~ ------------------------------------------- Jxxxxx Xxxxxxxx, ~~Xxief~~ Chief Financial Officer 23 VIRBAC CORPORATION PAGE ~~38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT~~ 43 Exhibit 10 Amendment to Credit Agreement EXHIBIT C Revolving Credit Note $~~12,100,000.00~~ 12,000,000.00 St. Louis, Missouri ~~April 4~~August ___, ~~2001~~ 2002 FOR VALUE RECEIVED, on July 31, ~~2003~~ 2005 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. ~~JON XXXORATORIES~~JXX LABORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million ~~One Hundred Thousand~~ Dollars ($~~12,100,000.00~~12,000,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding ~~under Facility A~~ hereunder at any one time shall not exceed the lesser of (i) ~~Eight~~ Twelve Million Dollars ($~~8,000,000.00~~12,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and ~~24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT~~ above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at ~~135~~ 100 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx or at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. VIRBAC CORPORATION PAGE 44 This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. ~~JON Xxxoratories~~JXX Laboratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of ~~Kathxxxxx~~ Kxxxxxxxx X. Xxxxxx, xx as trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and ~~25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT~~ conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. VIRBAC CORPORATION PAGE 45 This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.

Appears in 1 contract

Samples: Credit Agreement (Virbac Corp)

Gentlemen. Reference is made to the Agreement for defined terms used herein. Pursuant to Section I(3)(a)(i) of the Agreement, this letter constitutes notice that the undersigned ~~desire~~ desires to ~~(check one): ______ Borrow on _________________, ______,~~ obtain an ~~aggregate~~ Advance in the principal amount of $____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on __________________, ~~_____~~ with respect to the Eligible Assets shown on the attached Commercial Loan/Asset Schedule. Attached as Schedule I hereto is the calculation of the Advanced Amount in accordance with the Agreement including a ~~LIBOR Loan for an Interest Period~~ breakdown of ~~______________ months~~each calculation required to determine such Advanced Amount. ~~OR ______ Convert $_____________ of its LIBOR Loan under~~ The Borrower further represents, warrants and certifies that: (~~check one~~1) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ of such LIBOR Loan under (check one) ____ Facility B or ____ Facility C as a new LIBOR Loan for an Interest Period of _____ months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly, the undersigned ~~request that you make available~~ has no notice or knowledge of any Event of Default; (2) the representations, warranties and covenants in the Agreement relating to the ~~undersigned said amount~~ Eligible Assets shown on ~~said date. The undersigned hereby represent~~ the attached Commercial Loan/Asset Schedule are true and ~~warrant to you that~~ correct as of the date hereof ~~all~~ and shall be true and correct on the date of the ~~representations~~ Advance requested herein, before and ~~warranties of~~ after giving effect thereto; and (3) each of the ~~undersigned contained~~ conditions precedent to an Advance listed in Section I(2) of the Agreement ~~are true and correct and no Default or Event~~ has been satisfied as of ~~Default (as defined in~~ the ~~Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby~~date hereof. ~~Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES~~[Insert Appropriate Borrower Name] AMRESCO CAPITAL TRUST By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- AMREIT I, INC. By: ---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES---------------------------------- Name: -------------------------------- Title: ------------------------------- Exhibit D-1 121 AMREIT II, INC~~., a Missouri corporation, ST~~. ~~JON XXXORATORIES~~By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- ACT EQUITIES, INC~~., a California corporation, FRANCODEX LABORATORIES~~. By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- ACT HOLDINGS, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- Exhibit D-2 122 Exhibit E FORM OF COMMERCIAL LOAN/ASSET SCHEDULE Exhibit E-1 123 Exhibit F FORM OF WARRANT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Warrant Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 74, 1999 between AMRESCO Capital Trust and ~~executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated~~ Prudential Securities Incorporated (filed as ~~of September 7~~Exhibit 10.2 to the Registrant's Current Report on Form 10-Q for the quarterly period ended March 31, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance filed with the ~~internal laws of the State of Missouri~~Securities and Exchange Commission on May 13, 1999, which exhibit is incorporated herein by reference).

Appears in 1 contract

Samples: Interim Warehouse and Security Agreement (Amresco Capital Trust)

Gentlemen. ~~Pursuant~~ In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows: That the ~~Agreement~~leased premises have been accepted by Tenant as being substantially complete in accordance with the Lease, and that there is no deficiency in construction. That Tenant has accepted and is in possession of the leased premises, and acknowledges that under the provisions of the Lease, the ~~undersigned desire to (check one):~~ Term of the Lease is ________ ~~Borrow on~~ years, with ______ option(s) to renew for _______ years each, and commenced upon the commencement date of _______________, ______~~, an aggregate principal amount of $___________~~_ ~~as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan,~~ and ~~if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $~~is currently scheduled to expire on _______________~~__ of its outstanding Prime Loans under~~ , subject to earlier termination as provided in the Lease. That in accordance with the Lease, rental payment has commenced (~~check one~~or shall commence) on ___~~_ Facility B or~~ ___~~_ Facility C~~ ________. If the commencement date of the Lease is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. Rent is due and payable in advance on the first day of each and every month during the Term of the Lease. Your rent checks should be made payable to __________________, _______ ~~to a LIBOR Loan for an Interest Period of~~ at_____________~~_ months~~_____. OR The exact Floor Area within the leased premises is _________ ~~Convert $~~square feet. Tenant's initial charge under Section 8.3 of the Lease (Common Areas) is ____________~~_ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $~~________________ ~~of such LIBOR Loan under (check one)~~ EXHIBIT "D" AGREED AND ACCEPTED TENANT: LANDLORD: ___~~_ Facility B or~~ ___~~_ Facility C as a new LIBOR Loan for an Interest Period of~~ ________________________ months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. _________________________________ By: ~~---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38~~ By: ------------------------- --------------------------- By: By: ------------------------- --------------------------- SAMPLE ONLY [NOT FOR EXECUTION] EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing BaseE" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.MENU TO BE PROVIDED HOLOWORLD RIDER ----------------------------------------------------------------

Appears in 1 contract

Samples: Construction Agreement (Hart Industries Inc)

Gentlemen. Pursuant to the Agreement, the undersigned desire to (check one): ______ Borrow on _________________, ______, an aggregate principal amount of $____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on __________________, _____ to a LIBOR Loan for an Interest Period of ______________ months. OR ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C In accordance with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ of such LIBOR Loan under (check one) ____ Facility B or ____ Facility C as a new LIBOR Loan for an Interest Period of _____ months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as Section 2.05 of the ~~date hereof all of the representations~~ above-captioned Pooling and ~~warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the~~ Servicing Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By: ---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, ~~VIRBAC CORPORATION~~as [Trustee] [Custodian], ~~a Delaware corporation~~ hereby certifies that, except as noted on the attachment hereto, if any (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "~~Borrowers~~Loan Exception Report"), ~~hereby jointly and severally promise to pay to the order~~ it has received an Assignment of ~~FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00)~~Mortgage, or ~~such lesser sum as may then be outstanding hereunder~~a certified copy thereof, and a Mortgage Note with respect to each [Initial] [Subsequent] Mortgage Loan listed in the Mortgage Loan Schedule and the documents contained therein appear to bear original signatures. The ~~aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at~~ [Trustee] [Custodian] has made no independent examination of any ~~one time shall not exceed~~ such documents beyond the ~~lesser of~~ review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee] [Custodian] makes no representations as to: (i) ~~Eight Million Dollars ($8,000,000.00)~~the validity, legality, sufficiency, enforceability or genuineness of any such documents or any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the ~~"Borrowing Base" (as defined~~ collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the ~~Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed~~ above-captioned Pooling and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Servicing Agreement. ~~All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note~~[CITIBANK, ~~whether by reason of acceleration or otherwise. After the maturity of this Note~~N.A., ~~whether by reason of acceleration or otherwise~~as Trustee] [FIRST UNION NATIONAL BANK, ~~interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One~~as Custodian] By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- EXHIBIT D-2 XXXX XX [XXXXXXX] [XXXXXXXXX] XXXXXXX XXXXXXXXXXXXX December __, 2001 HomEq Servicing Corporation 4837 Watt Avenue North Highlands, CA 95660 Citibank, N.A. 111 Wall Sxxxxx, 00xx Xxxxx/Xxxx 0 Xxx Xxxx, XX 00005 Residential Asxxx Xxxxxxx Xxxxxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxx Xxxxlotte, NC 28288-~~Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate~~0610 First Union Nationxx Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx 0000 Xxx Xxxx Xoad, ~~fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest~~1st Floor Sacramento, ~~with the balance~~CA 95834 Re: Xxxxxxx xxx Xxxxxxxxx Xxxxxxxxx, ~~if any~~XXXX Xxxxx-Xxxxed Trust 2001-1, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx XxxxxxxRAFC Asset Backed Securities, ~~Xxxxxxx~~Series 2001-1, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of ~~September 7~~November 30, ~~1999 made by and between Borrowers and Bank~~ 2001 among HomEq Servicing Corporation (~~as the same may from time to time be amended,~~ the "~~Loan Agreement~~Servicer"), ~~to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated~~Citibank, ~~and for other terms and conditions~~N.A., including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank trustee (~~as the same may from time to time be amended,~~ the "~~Security Agreements~~Trustee"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectivelyResidential Asset Funding Corporation, as ~~the same may from time to time be amended~~depositor, ~~the "Pledge Agreements")~~RAFC Transferor Trust, to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwisetransferor, and ~~this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements~~First Union National Bank, ~~the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly~~ as certificate administrator and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouricustodian.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Funding Corp)

Gentlemen. ~~Pursuant~~ We hereby establish our Irrevocable Letter of Credit and authorize you to draw on us at sight for the Agreement, the undersigned desire to (check one): ______ Borrow on _________________, ______, an aggregate principal amount of $____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period account of ___~~_ months. OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on~~ __________________, a ____~~_ to a LIBOR Loan for an Interest Period~~ _______________________, the aggregate amount of _____________~~_ months. OR ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on~~ _____________, _____~~_ to a Prime Loan on such date and to extend $~~_______________________ ~~of such LIBOR Loan under~~ (~~check one)~~ $___~~_ Facility B or~~ ___~~_ Facility C~~ ____). Funds under this Letter of Credit are available to the beneficiary hereof as ~~a new LIBOR Loan for an Interest Period~~ follows: Any or all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by ___________________ ~~months commencing~~ ("Beneficiary") when accompanied by this Letter of Credit and a written state ment signed by __________________________, certifying that such moneys are due and owing to Beneficiary, together with a certificate of incumbency executed by ___________________ certifying the position and signature of the officer signing the statement, and a sight draft executed and endorsed by _____________, as a ______________ of Beneficiary. This Letter of Credit is transferable in whole through ourselves. At the time of transfer this original Letter of Credit must be surrendered to us along with a complete transfer application (attached). Transfer charges, in the amount of $300, must accompany any transfer request. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and delivery of the certification specified above. This Letter of Credit shall expire on ____________. Notwithstanding the above expiration date of this Letter of Credit, the term of this Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least thirty (30) days prior to any such ~~date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly~~date of expiration, the undersigned ~~request that you make available~~ shall give written notice to Holder, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned ~~said amount on said date~~by Holder, that this Letter of Credit will not be renewed. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default THIS DOCUMENTARY CREDIT IS GOVERNED BY THE "UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS" (~~as defined in the Agreement) has occurred and is continuing~~1993 REVISION), ~~and that no such Default or Event of Default will result from the loan requested hereby~~INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 500. Very truly yours, ~~VIRBAC CORPORATION PM RESOURCES~~(Name of Issuing Bank) By:__________________________ EXHIBIT G - Page 2 REQUEST FORM FOR FULL TRANSFER ------------------------------ NOTE: THIS FORM IS TO BE USED WHERE A LETTER OF CREDIT IS TRANSFERRED IN ITS ENTIRETY AND NO SUBSTITUTION OF INVOICE IS INVOLVED. XXXXXX TRUST AND SAVINGS BANK DATE:______________________ LETTER OF CREDIT PROCESSING CENTER 000 XXXX XXXXXX XXXXXX, ~~INC. ST. JON XXXORATORIES~~00XX XXXXX XXXXXXX, ~~INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By~~XXXXXXXX 00000 RE: ~~---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT~~ L/C ~~Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001~~ NO._______________________ ISSUED ON:_________________ DEAR SIR(S) OR MADAM(S): FOR VALUE RECEIVED, ~~on July 31~~THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:___________________________________________________________________ (NAME OF TRANSFEREE) ________________________________________________________________________________ (ADDRESS OF TRANSFEREE) ________________________________________________________________________________ (OTHER TRANSFEREE INFORMATION) ------------------------------ ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT IN ITS ENTIRETY. BY THIS TRANSFER, ~~2003~~ ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE, AND THE TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT NOR NOTICE TO THE UNDERSIGNED BENEFICIARY. THE ADVICE OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH TOGETHER WITH ANY AND ALL AMENDMENTS, AND WE ASK YOU TO ENDORSE THE TRANSFER ON THE REVERSE OF THE ADVICE, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER. ENCLOSED IS OUR REMITTANCE OF $300 IN PAYMENT OF YOUR TRANSFER COMMISSION, AND ANY EXPENSES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH THIS TRANSFER. SIGNATURE AUTHENTICATION ________________________________ ________________________________________ (~~or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement~~ BANK) (~~hereinafter identified~~CURRENT BENEFICIARY'S NAME AS PER L/C) ________________________________ ________________________________________ (AUTHORIZED SIGNATURE) (SIGNATURE OF BENEFICIARY)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.

Appears in 1 contract

Samples: Lease (Infonet Services Corp)

Gentlemen. ~~Pursuant~~ The undersigned desires to ~~the Agreement, the undersigned desire to (check one): ______ Borrow~~ borrow on _________________, ______, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of $____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ ~~of its outstanding Prime Loans under~~ pursuant to the Credit Agreement. Such Loan shall be (check one~~) ____ Facility B or ____ Facility C on~~ ): ______ Prime Loan _____~~________~~_ LIBOR Loan if a Revolving Credit Loan, ~~_____ to~~ shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR ~~Loan~~ Loan, shall be for an Interest Period of ________~~_____~~_ (one, two, three or six) months. OR ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ of such LIBOR Loan under (check one) ____ Facility B or ____ Facility C as a new LIBOR Loan for an Interest Period of _____ months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly, the undersigned ~~request~~ requests that you make available to the undersigned said amount on said date. The undersigned hereby ~~represent~~ represents and ~~warrant~~ warrants to you that as of the date hereof all of the representations and warranties of ~~each of~~ the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ~~VIRBAC CORPORATION PM RESOURCES~~XXXXXX COMPANIES, INC. ~~ST. JON XXXORATORIES~~XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. ~~VIRBAC AH~~CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ~~FRANCODEX LABORATORIES, INC.~~ ENGINEERING TECHNOLOGY CORPORATION By: ~~---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38~~ By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b3.1(c) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of ~~September 7~~November 19, 1999 ~~made by and between Borrowers and Bank~~ (as the same may from time to time be amended, modified, extended or renewed, the "~~Loan~~ Credit Agreement"), ~~to which Loan Agreement reference is hereby made for~~ by and among Xxxxxx Companies, Inc., a ~~statement of the terms and conditions upon which the maturity of this Note may be accelerated~~Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and ~~for other terms~~ Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and ~~conditions, including prepayment, which may affect this Note~~the lenders party thereto. ~~All~~ Each capitalized ~~terms~~ term used herein ~~and not otherwise defined~~ without definition shall have the ~~meanings assigned~~ meaning ascribed to such ~~terms~~ term in the ~~Loan~~ Credit Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is The Borrowers hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally ~~promise~~ represent and warrant to ~~pay~~the Agent and the Lenders that the following information is true, correct and complete in ~~addition to~~ all ~~other amounts otherwise due hereon~~material respects as of _________________, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.______:

Appears in 1 contract

Samples: Credit Agreement (Zoltek Companies Inc)

Gentlemen. ~~Pursuant to the Agreement~~For value received, the undersigned ~~desire~~ beneficiary hereby irrevocably transfers to the following institution (~~check one):~~ the "TRANSFEREE"), which has succeeded to us as Trustee under the Amended and Restated Indenture of Mortgage and Deed of Trust dated as of November 1, 1994, from the Metrocrest Hospital Authority in favor of the undersigned, all rights of the beneficiary to draw under the Letter of Credit in its entirety. (Name of Transferee) (Address) By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to the Transferee, and the Transferee shall have the sole rights as beneficiary of the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised direct to the Transferee without necessity of any consent of or notice to us. The Transferee hereby directs the Bank to make all payments of drafts drawn by the Transferee under the Letter of Credit to account number ________ ~~Borrow on~~ at _________________~~, ______, an aggregate principal amount of $~~__________~~__ as a (check one)~~ . The advice of such Letter of Credit is returned herewith, and the Trustee asks the Bank to endorse the transfer on the reverse thereof, and forward the Letter of Credit to the Transferee with the Bank's customary notice of transfer. Very truly yours, SIGNATURE AUTHENTICATED ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on __________________, ~~_____ to a LIBOR Loan for an Interest Period of~~ Trustee ______________ months. OR ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ ~~of such LIBOR Loan under~~ (~~check one~~Bank) By: ___~~_ Facility B or~~ ___~~_ Facility C as a new LIBOR Loan for an Interest Period of~~ ____________________ months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default Title: _______________________ _________________________ (~~as defined in the Agreement~~Authorized Signature) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. SIGNATURE AUTHENTICATED _______________________________ By: ~~---------------------------------------- Josexx Xxxxxxxx~~____________________________ Title: _________________________ _________________________ Transferee (Bank) _________________________ (Authorized Signature) ANNEX IV TO SERIES A LETTER OF CREDIT NOTICE OF EXTENSION OF LETTER OF CREDIT NO. S00031638 ________________, ~~Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis~~19__ _____________________________, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM ResourcesTrustee _____________________________ _____________________________ _____________________________ National Medical Enterprises, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.Xxxxxxxxxx 00000

Appears in 1 contract

Samples: Securities Pledge and Security Agreement (Tenet Healthcare Corp)

Gentlemen. ~~Pursuant~~ In accordance with Section 7.15 of the Indenture, the undersigned, as Trustee, hereby certifies that, except as noted on the Schedule of Exceptions attached hereto, for each Mortgage Loan listed in the schedule to the ~~Agreement~~Indenture (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has received a complete Trustee Mortgage Loan File which includes each of the documents required to be included in the Trustee Mortgage Loan File as set forth in the definition of "Mortgage Loan Documents" in the Indenture. The Trustee has made no an independent examination of any documents contained in any Mortgage File beyond the review specifically required in Section 7.15 of the Indenture. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any documents contained in any Trustee Mortgage Loan File for any of the ~~undersigned desire~~ Mortgage Loans listed on the schedule to the Indenture, (~~check one): ______ Borrow on _________________~~ii) the collectibility, ~~______~~insurability, ~~an aggregate principal amount~~ effectiveness or suitability of ~~$____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B~~ any such Mortgage Loan or ~~Facility C Loan~~(iii) whether any Trustee Mortgage Loan File should include any flood insurance policy, ~~such Loan~~ any rider, addenda, surety or guaranty agreement, power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall ~~be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months~~have the respective meanings assigned to them in the above-captioned Indenture. ~~OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on~~ ----------------------------------, as Trustee By: __________________, __________ ~~to a LIBOR Loan for an Interest Period of~~ Its: ______________ months. OR ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ ~~of such LIBOR Loan under (check one)~~ ___~~_ Facility B or~~ ___~~_ Facility C as a new LIBOR Loan for an Interest Period of~~ __________________________________________________________________________ ~~months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly~~________________________________________________________________________________ UNION PLANTERS MORTGAGE FINANCE CORP., ~~the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that~~ as Depositor, AND --------------------------------, as Trustee _____________ SERIES __ SUPPLEMENT Dated as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing1, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By: ---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.19 -------- -- TO

Appears in 1 contract

Samples: Indenture (Union Planters Mortgage Finance Corp)

Gentlemen. ~~Pursuant~~ This certificate is delivered in accordance with Article V of the Mortgage. All capitalized terms not defined herein shall have the meanings described to them in the Mortgage. To date, the funds deposited into the Central Account are not sufficient to fund or pay, to the ~~Agreement~~extent required to be funded or paid, the ~~undersigned desire to (check one): ______ Borrow on _________________~~Debt Service Payment Sub-Account, ~~______~~the Basic Carrying Costs Sub-Account, ~~an aggregate principal~~ the Operation and Maintenance Expense Sub-Account, the Recurring Replacement Reserve Sub-Account, and the Curtailment Reserve Sub-Account. The amount of $_the deficiency is ___________ ~~as a~~ Dollars (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $______), and such amount must be deposited into the Central Account prior to the next Payment Date or an Event of Default will exist under the Mortgage. _______~~____ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on~~ __________________, ~~_____ to a LIBOR Loan for an Interest Period of~~ Mortgagee By:_____________~~_ months. OR~~ ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ Name: Title: EXHIBIT F Initial Allocated Cross-collateralized Properties Loan Amount ------------------------------- ----------------- Gurnee Xxxxx, Gurnee Illinois $122,000,000 Xxxxxxx Xxxxx, Xxxx Xxxx, Virginia $162,000,000 EXHIBIT G FORM OF DIRECTION NOTICE [Letterhead of ~~such LIBOR Loan under (check one)~~ Landlord] [Name and Address of Tenant] Re: ___~~_ Facility B or~~ ___~~_ Facility C as a new LIBOR Loan for an Interest Period of~~ ___________ ~~months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly,~~ Unit No.________ Dear Tenant: You are hereby directed to make all future payments of rent and other sums due to Landlord under the ~~undersigned request that you make available~~ Lease payable as follows: Payable To: [as currently being paid] Address: ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ Please take particular care in making the check payable only to the ~~undersigned said amount on said date~~above-mentioned names because only checks made payable to the referenced names will be credited against sums due by you to landlord. ~~The undersigned hereby represent~~ Until otherwise advised in writing by Landlord and ~~warrant~~ the above mentioned bank (or its successor), you should continue to make your payments for rent and other sums as directed by the terms of this letter. Thank you ~~that as of the date hereof all of the representations and warranties of each of the undersigned contained~~ in ~~the Agreement are true and correct and no Default or Event of Default (as defined~~ advance for your cooperation with this change in the Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INCpayment procedures. By: ---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.:___________________________

Appears in 1 contract

Samples: Mills Corp

Gentlemen. ~~Pursuant~~ This certificate is delivered in accordance with Article V of the Deed of Trust. All capitalized terms not defined herein shall have the meanings described to them in the Deed of Trust. To date, the funds deposited into the Central Account are not sufficient to fund or pay, to the ~~Agreement~~extent required to be funded or paid, the ~~undersigned desire to (check one): ______ Borrow on _________________~~Debt Service Payment Sub-Account, ~~______~~the Basic Carrying Costs Sub-Account, ~~an aggregate principal~~ the Operation and Maintenance Expense Sub-Account, and the Recurring Replacement Reserve Sub- Account, and the Curtailment Reserve Sub-Account. The amount of $_the deficiency is ___________ ~~as a~~ Dollars (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $______), and such amount must be deposited into the Central Account prior to the next Payment Date or an Event of Default will exist under the Deed of Trust. _______~~____ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on~~ __________________, ~~_____ to a LIBOR Loan for an Interest Period of ____~~Beneficiary By: -------------------------------------- Name: Title: EXHIBIT F Cross-collateralized Properties EXHIBIT G [BORROWER'S LETTERHEAD] __________ ~~months. OR~~ __~~___~~. 199_ ~~Convert~~ [Credit Card Company] Re: [$_________~~____ of its LIBOR~~ ] Loan ~~under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on~~ made by [Lender] to [Borrower] Premises: ------------------------------------- ------------------------------------- The undersigned hereby directs and authorizes ____~~_________, ______ to a Prime Loan on such date and to extend $~~________________ to deliver all sums payable to or on behalf of ~~such LIBOR Loan under (check one)~~ [Borrower] or [Property Operator] by ___~~_ Facility B or~~ ___~~_ Facility C as a new LIBOR Loan for an Interest Period of~~ ____________ ~~months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly,~~ in connection with the ~~undersigned request that you make available~~ [Property] to the ~~undersigned said amount on said date~~following account: Account No. ~~The undersigned hereby represent~~ ------------------------ ABA No. ---------------------------- Account of [Lender] ------------------------------------ This letter and ~~warrant to you that as~~ the direction and authorization contained herein may not be amended, modified, revoked or superseded without the prior written consent of ~~the date hereof all of the representations and warranties of~~ [Lender] its successors or assigns in each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested herebyinstance. Very truly yours, ~~VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC.~~ [Borrower] Acknowledged and Agreed to: [Credit Card Company] By: ~~---------------------------------------- Josexx Xxxxxxxx~~----------------------- Name: Title: EXHIBIT H Existing Operating Lease The Existing Operating Lease shall mean that certain Master Agreement between Crosshost, ~~Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis~~Inc., ~~Missouri April 4~~Crossroads Hospitality Tenant Company, ~~2001 FOR VALUE RECEIVED~~L.L.C. and Crossroads Hospitality Company L.L.C. dated _______________, ~~on July 31~~1996 and the Lease Agreement between Crosshost, ~~2003 (or such subsequent anniversary thereof~~ Inc. and Crossroads Hospitality Tenant Company, L.L.C dated _____________, 1996 with respect to the Trust Property, as ~~determined~~ assigned to Grantor pursuant to ~~Section 3.16 of the Loan~~ that certain Assignment and Assumption Agreement ~~(hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known~~ dated ________ as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced amended from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the internal laws of the State of Missouritime.

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Common use of Gentlemen Clause in Contracts