Ex-Im Working Capital Guarantee Credit Agreement [Amendment No. 3] (2015)Full Document 

Start of Preview
"Prior Line of Credit Note"). The Prior Line of Credit Note matures and becomes due and payable in full on April 1, 2015 and as of the date hereof, the outstanding principal balance under the Prior Line of Credit is $10,000,000.00, plus accrued but unpaid interest.

C. Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, subject to the terms and conditions described herein, the parties hereto agree that the Credit Agreement shall be amended as follows; provided, however, that nothing shall terminate any security interests, guaranties, subordinations or other documents in favor of Bank, all of which shall remain in full force and effect unless expressly amended hereby:

1. Amendment to Section 1.1. Section 1.1 is hereby amended by deleting "April 1, 2015" as the last day on which Bank will make advances under the Line of Credit, and by substituting for said date "July 1, 2015," with such change to be effective upon the execution and delivery to Bank of a promissory note substantially in the form of Exhibit A attached hereto (the "Line of Credit Note") (which Note shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) and all other contracts, instruments and documents required by Bank to evidence such change; provided, however, that advances made under the Prior Line of Credit Note shall be deemed made under the Line of Credit Note.

2. Amendment to Section 4.9(d). Section 4.9(d) of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

"(d) Net income after taxes not less than $1.00, measured on a consolidated rolling 4-quarter basis as of each fiscal quarter end; provided, however, Borrower is permitted to exclude one-time crop losses incurred during fiscal year 2013 up to a maximum of $2,333,123.00 for the reporting period ending March 31, 2014 only; provided further, Borrower is permitted to have net income after taxes of not less than negative $1,600,000 for the four fiscal quarter period ending as of March 31, 2015."


3. Amendment to Section 6.1(m). Section 6.1(m) of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:

"(m) Borrower fails to deliver by June 1, 2015 each of the following, in each case in form and substance satisfactory to Bank: (i) guarantees of Borrower's indebtedness under the Loan Documents from Seed Holding, LLC and Stevia California, LLC (collectively, the "Guarantors"); (ii) security agreements from the Guarantors pursuant to which they grant a security interest and lien to Bank over substantially all of their assets; (iii) a pledge agreement by Borrower pursuant to which Borrower pledges all of the equity interests issued by the Guarantors to Bank; (iv) to the extent certificated, original equity certificates issued by the Guarantors, together with blank instruments of transfer; (v) a deed of trust or mortgage in respect to the Nampa Property and the Columbia County Property (as such terms are defined in the Amendment and Waiver Agreement dated as of December 31, 2014 relating to this Agreement) and all other real property of Borrower and any Third Party Obligor required by Bank; and (vi) such title insurance policies, evidence of insurance, insurance certificates and endorsements, surveys, appraisals, consents, estoppels, subordination agreements, recordations, collateral filings, opinions, resolutions, documents and other instruments

End of Preview