Third Amendment to Amended and Restated Revolving Credit, Capital Expenditure Line and Security Agreement among Phibro Animal Health Corporation, Guarantors, Lenders, and PNC Bank
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This agreement is the third amendment to an existing credit and security agreement between Phibro Animal Health Corporation (formerly Philipp Brothers Chemicals, Inc.), several affiliated guarantor companies, a group of lenders, and PNC Bank as agent. The amendment updates the borrower's name, confirms the validity of the existing loan documents, and requires the borrower to provide documentation of the name change and corporate authorization. The agreement also affirms that all other terms of the original loan remain in effect and that the borrower will cover related legal and administrative costs.
EX-10.1.3 7 y90253exv10w1w3.txt THIRD AMENDMENT TO AMENDED & RESTATED CREDIT EXHIBIT 10.1.3 EXECUTION COPY THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, CAPITAL EXPENDITURE LINE AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, CAPITAL EXPENDITURE LINE AND SECURITY AGREEMENT (the "Agreement") is entered into on the 8th day of August, 2003 by and among PHIBRO ANIMAL HEALTH CORPORATION (formerly known as Philipp Brothers Chemicals, Inc.), a corporation organized under the laws of the State of New York, ("Borrower"), Phibro-Tech, Inc., a corporation organized under the laws of the State of Delaware, C P Chemicals, Inc., a corporation organized under the laws of the State of New Jersey, The Prince Manufacturing Company, a corporation organized under the laws of the State of Illinois (as an individual entity and as successor by merger to The Prince Manufacturing Company, a corporation organized under the laws of the State of Pennsylvania), Prince Agriproducts, Inc., a corporation organized under the laws of the State of Delaware, Mineral Resource Technologies, Inc., a corporation organized under the laws of the State of Delaware (successor by merger of Mineral Resource Technologies, L.L.C. which merged into MRT Management Corp.), Phibro-Chem, Inc., a corporation organized under the laws of the State of New Jersey, PhibroChemicals, Inc., a corporation organized under the laws of the State of New York, Western Magnesium Corp., a corporation organized under the laws of the State of California, Phibro Animal Health Holdings, Inc., a corporation organized under the laws of Delaware, and Phibro Animal Health U.S., Inc., a corporation organized under the laws of Delaware (each a "Guarantor" and collectively "Guarantors"), the financial institutions which are now or which hereafter become a party hereto (collectively, the "Lenders" and individually a "Lender") and PNC BANK, NATIONAL ASSOCIATION, a national banking association ("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent"). RECITALS Whereas, on August 19, 1998, PNC, the Borrower and certain Guarantors entered into a Revolving Credit, Acquisition Term Loan and Security Agreement (as such has been amended, supplemented and/or restated until November 28, 2000, the "Original Loan Agreement"), pursuant to which certain Lenders extended various credit facilities in favor of the Borrower; Whereas, on November 29, 2000, Borrower, Guarantors and Lenders amended and restated the Original Loan Agreement and entered into an Amended and Restated Revolving Credit, Capital Expenditure Line and Security Agreement (as may be amended, supplemented and/or restated, the "Loan Agreement"), pursuant to which the Lenders extended various credit facilities in the aggregate amount of $85,000,000 in favor of the Borrower; Whereas, on September 28, 2001, Borrower, Guarantors and Lenders agreed to modify the terms of the Loan Agreement as set forth in the First Amendment to Amended and Restated Revolving Credit, Capital Expenditure Line and Security Agreement; Whereas, on October 23, 2002, Borrower, Guarantors and Lenders agreed to modify the terms of the Loan Agreement as set forth in the Second Amendment to Amended and Restated Revolving Credit, Capital Expenditure Line and Security Agreement; Whereas, Borrower, Guarantors and Lenders have agreed to further modify the terms of the Loan Agreement as set forth in this Agreement. Now, therefore, in consideration of Lender's continued extension of credit and the agreements contained herein, the parties agree as follows: AGREEMENT 1) ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent statement of account sent to Borrower with respect to the Obligations is correct. EXECUTION COPY 2) MODIFICATIONS. The Loan Agreement and the Other Documents be and hereby are modified as follows: (A) The name "Philipp Brothers Chemicals, Inc." throughout the Loan Agreement and the Other Documents is hereby deleted and replaced with the name "Phibro Animal Health Corporation (formerly known as Philipp Brothers Chemicals, Inc.)". 3) ACKNOWLEDGMENTS. Borrower acknowledges and represents that: (A) the Loan Agreement and Other Documents, as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off; (B) to the best of its knowledge, no default by the Agent or Lenders in the performance of their duties under the Loan Agreement or the Other Documents has occurred; (C) all representations and warranties of the Borrower contained herein and in the Other Documents are true and correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier date and except to the extent that the Agent and the Lenders have been notified by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty (which waiver is hereby granted) and except for changes not prohibited by the terms of the Loan Agreement; (D) Borrower has taken all necessary corporate or company action to authorize the execution and delivery of this Agreement; and (E) this Agreement is a modification of an existing obligation and is not a novation. 4) PRECONDITIONS. The Borrower shall deliver to the Agent the following: (a) an executed Third Amendment to Amended and Restated Revolving Credit, Capital Expenditure Line and Security Agreement, (b) evidence that the Borrower has filed all necessary documentation with regard to the changing of its name from Philipp Brothers Chemicals, Inc. to Phibro Animal Health Corporation in its State of incorporation and in all jurisdiction which it is qualified to do business and (c) an executed resolution of the Borrower authorizing the transaction described herein. It is understood and agreed that Borrower shall pay all fees and costs incurred by Lenders in entering into this Agreement and the other documents executed in connection herewith, including but not limited to all reasonable attorney fees and expenses of Lenders' counsel. 5) MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey, without reference to that state's conflicts of law principles. This Agreement and the Other Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement or the Other Documents. This Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement and either the Loan Agreement or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. 2 EXECUTION COPY 6) DEFINITIONS. The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in New Jersey. IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the day and year first above written.
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