Back to top

THIRD AMENDMENT TO CREDIT AGREEMENT

Loan Agreement

THIRD AMENDMENT TO CREDIT AGREEMENT | Document Parties: MEDTOX SCIENTIFIC INC | MEDTOX LABORATORIES, INC | MEDTOX SCIENTIFIC, INC, MEDTOX DIAGNOSTICS, INC | New Brighton Business Center, LLC | WELLS FARGO BANK, NATIONAL ASSOCIATION Bank You are currently viewing:
This Loan Agreement involves

MEDTOX SCIENTIFIC INC | MEDTOX LABORATORIES, INC | MEDTOX SCIENTIFIC, INC, MEDTOX DIAGNOSTICS, INC | New Brighton Business Center, LLC | WELLS FARGO BANK, NATIONAL ASSOCIATION Bank

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: THIRD AMENDMENT TO CREDIT AGREEMENT
Governing Law: Minnesota     Date: 10/30/2007
Industry: Biotechnology and Drugs     Sector: Healthcare

THIRD AMENDMENT TO CREDIT AGREEMENT, Parties: medtox scientific inc , medtox laboratories  inc , medtox scientific  inc  medtox diagnostics  inc , new brighton business center  llc , wells fargo bank  national association bank
50 of the Top 250 law firms use our Products every day

Exhibit 10.30

 

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of October 25, 2007, by and between MEDTOX SCIENTIFIC, INC., MEDTOX DIAGNOSTICS, INC. and MEDTOX LABORATORIES, INC., each a Delaware corporation (each individually, a "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). Each reference herein to "Borrower" shall mean each and every party, collectively and individually, defined above as a Borrower.

RECITALS  

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of December 1, 2005, as amended from time to time ("Credit Agreement").

WHEREAS, 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, the parties hereto agree that the Credit Agreement shall be amended as follows:

1.         Section 1.1 (a) is hereby amended by deleting "November 1, 2007" as the last day on which Bank will make advances under the Line of Credit, and by substituting for said date "November 1, 2009." with such change to be effective upon the execution and delivery to Bank of a promissory note dated as of October 25, 2007 (which promissory note shall replace and be deemed the Revolving 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.

2.          Section 1.2 (a) is hereby amended (a) by deleting "November 1, 2007" as the last day on which Bank will make advances under the Loan Limit, and by substituting for said date "November 1, 2009," and (b) by deleting "Two Million Dollars ($2,000,000)" as the maximum principal amount available under the Loan Limit, and by substituting for said amount "Four Million Nine Hundred Thousand Dollars ($4,900,000)".

 

 

3.

Section 1.2 (b) is hereby deleted in its entirety, and the following substituted therefor:

 

"(b)      Limitation on Borrowings. Each request for an advance under the Loan Limit shall be accompanied by Borrower's written statement as to the use of the proceeds of such advance and the source of repayment therefor and a copy of the invoice for the equipment being financed. Each such advance shall be subject to Bank's prior approval, which shall be at Bank's sole discretion, of the stated purpose and source of repayment. Each advance under the Loan Limit shall be available to a maximum of eighty percent (80%) of the purchase price of new equipment and a maximum of seventy five percent (75%) of the purchase price of used equipment (less insurance, freight, delivery, interest, taxes, installation, licenses, and similar costs)."

 


 

4.         Section 4.9 is hereby deleted in its entirety, and the following substituted therefor:

"SECTION 4.9. FINANCIAL CONDITION. Maintain Borrower's financial condition, on a consolidated basis, as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein), with compliance determined commencing with Borrower's financial statements for the period ending December 31, 2007:

(a)           Tangible Net Worth not less than $30,000,000.00 at any time, with "Tangible Net Worth" defined as the aggregate of total stockholders' equity plus subordinated debt less any intangible assets.

(b)           Total Liabilities divided by Tangible Net Worth not greater than 1.75 to 1.0 at any time, with "Total Liabilities" defined as the aggregate of current liabilities and non-current liabilities less subordinated debt, and with "Tangible Net Worth" as defined above.

(c)           Debt Service Coverage Ratio not less than 1.5 to 1.0 as of each fiscal quarter end, determined on a rolling 4-quarter basis, with "Debt Service Coverage Ratio" defined as the aggregate of Net income before non-cash tax expense plus depreciation expense and amortization expense, divided by the aggregate of the current maturity of long-term debt for the previous four fiscal quarters plus current capital lease obligations for the previous four fiscal quarters."

5.          Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

6.          Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

 


 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

 

 

WELLS FARGO BANK,

MEDTOX SCIENTIFIC, INC.

NATIONAL ASSOCIATION

 

 

By: /s/ Kevin J. Wiersma

By: /s/ Steven P. Johnson

Title: V.P./CFO

Steve P. Johnson, Vice President

 

MEDTOX DIAGNOSTICS, INC.

 

By:

/s/ Kevin J. Wiersma

Title: V.P./CFO

 

MEDTOX LABORATORIES, INC.

 

By: /s/ Kevin J. Wiersma

Title: V.P./CFO        

 


 

WAIVER OF LANDLORD OR MORTGAGEE

This Agreement is made and entered into as of October 25, 2007, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") and New Brighton Business Center, LLC (hereinafter, "Landlord," "Mortgagee" or "Fee Owner").

1.         Landlord, Mortgagee or Fee Owner hereby consents to the security interest heretofore, now or hereafter to be granted to Bank in the following described goods (collectively, the "Goods"):

accounts receivable and other rights to payment, general intangibles, inventory and equipment

now or at any time hereafter affixed to or installed or kept on or at that certain real property located at 1238 Anthony Road, Burlington, North Carolina, the legal description of which is set forth on Exhibit A attached hereto and incorporated herein by this reference (the "Property").

2.         Landlord, Mortgagee or Fee Owner agrees that the Goods are and shall at all times remain personal property even though they may be affixed to or installed or resting upon the Property.

3.          Landlord, Mortgagee or Fee Owner hereby waives all right, title, claim or interest in or to the Goods by reason of the Goods being attached to or installed or resting upon the Property and hereby grants to Bank permission to enter onto the Property and remove the Goods therefrom at any reasonable time.

4.          Bank agrees to reimburse Landlord, Mortgagee or Fee Owner for the cost of repair of any physical damage to the Property caused by Bank's entry thereon and removal of the Goods, but not for any diminution in value of the Property caused by the absence of the Goods so removed or by any necessity of replacing them. Landlord, Mortgagee or Fee Owner further waives any right to require Bank to provide security for the performance of this obligation.

 


 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

 

WELLS FARGO BANK,

NATIONAL ASSOCIATION

 

By: /s/ Steve P. Johnson

Steven P. Johnson

Vice President

 

LANDLORD, MORTGAGEE OR FEE OWNER:

 

By: /s/ Kevin J. Wiersma

Name: Kevin J. Wiersma

Title: V.P./CFO

 

This Instrument was drafted by:

 

WELLS FARGO BANK,

NATIONAL ASSOCIATION

1740 Broadway

Denver, Colorado 80274

 

OBTAIN NOTARY ACKNOWLEDGMENTS

 


 

Acknowledged by: K.W.

 

EXHIBIT A

 

Legal Description of the Land

 

New Brighton II:

 

PARCEL 1:

That part of the North 253.16 feet of the South 1100.0 feet of Section 32, Township 30 North, Range 23 West of the 4 th Principal Meridian, lying Westerly of the Westerly Right of Way line of U.S. Interstate Highway No. 35W as described in Final Certificate Document No. 1695522, and lying Easterly of the Easterly Right of Way line of Minnesota Transfer Railway Co. Said property being a part of Lot 2, Auditor's Subdivision No. 26, Ramsey County, Minnesota.

 

PARCEL 2:

That part of Lot 2, Auditor's Subdivision No. 26, Ramsey County, Minnesota lying Westerly and Southerly of the following described line:

 

Beginning at a point on the South line of Section 32, Township 30 North, Range 23 West, distant 677.15 feet West of the Southeast corner of said Section 32; thence run Northeasterly at an angle of 82 degrees 22 minutes 53 seconds with said South section line 1233.54 feet; thence run Northwesterly at right angles 500 feet and terminating, except the Southerly 1100 feet of said Section 32, and except the Easterly 168 feet thereof; subject to United States Pipe Line Tract, said tract being 33 feet in width the centerline of which is described as follows:

 

Beginning at a point on the Easterly line of said Section 32, 867.2 feet Southerly of the Northeast corner of the Southeast Quarter of said Section 32; thence South 57 degrees 31 minutes West, 1147.7 feet, more or less, to a point on the Easterly right of way line, Minnesota Transfer Railway and there terminating, said point being 1118.0 feet due North of the South line of said Section 32.

 

PARCEL 3:

That part of the South 356.94 feet of Section 32, Township 30 North, Range 23 West of the 4 th Principal Meridian, lying Westerly of the Westerly Right of Way line of U.S. Interstate Highway No. 35W as described in Final Certificate, Document No. 1695522, and lying Easterly of the Easterly Right of Way line of Minnesota Transfer Railway Co., said property being a part of Lot 2, Auditor's Subdivision No. 26, Ramsey County, Minnesota.

 

Together with the Easements created by Declaration of Easements and Partial Releases of Mortgages dated as of December 1, 1983, recorded January 12, 1984, as Document No. 2206885, as shown on survey prepared by Mark D. Kemper of Kemper & Associates, Inc. certified on November 3, 1998.

 

New Brighton I:

 

That part of the North 489.9 feet of the South 846.84 feet of Section 32, Township 30 North, Range 23 West of the 4 th Principal Meridian, lying westerly of the westerly right-of-way line of U.S. Interstate Highway No. 35W as described in Final Certificate Document No. 1695522, and lying easterly of the easterly right-of-way line of Minnesota Transfer Railway Co., said property being a part of Lot 2, Auditor's Subdivision No. 26, Ramsey County, Minnesota.

 

Together with the easements created by Declaration of Easements and Partial Releases of Mortgages dated as of December 1, 1983, recorded January 12, 1984, as Document


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more