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)".
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3.
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Section 1.2 (b) is hereby deleted in its entirety,
and the following substituted therefor:
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"(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.
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MEDTOX SCIENTIFIC, INC.
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NATIONAL ASSOCIATION
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By: /s/ Kevin J.
Wiersma
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By: /s/ Steven P.
Johnson
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Title: V.P./CFO
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Steve P. Johnson, Vice President
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MEDTOX DIAGNOSTICS, INC.
Title: V.P./CFO
MEDTOX LABORATORIES, INC.
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:
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