Exhibit 10.2
Amendment One To Revolving (Grid) Promissory Note
And Loan Agreement
This Amendment One is dated as of April 3, 2007 and is made by
and
between INTEGRATED BIOPHARMA, INC. (the "Borrower") and AMALGAMATED
BANK, a New
York banking corporation (the "Bank").
Statement of the Premises.
Borrower previously issued to Bank a Revolving (Grid) Promissory
Note
dated as of September 1, 2006 in the maximum principal amount of
$15,000,000.00
(the "Note"). Borrower and Bank desire to revise the amount and
maturity date of
the Note.
Borrower and Bank also entered into a letter agreement dated as
of
September 1, 2006 in connection with the Note (the "Loan
Agreement"). Borrower
and Bank also desire to amend the Loan Agreement to reflect the
revised amount
and maturity date and to make certain other changes thereto.
Statement of Consideration
Accordingly, in consideration of the premises, and under the
authority
of Section 5-1103 of the New York General Obligations Law, the
parties hereto
agree as follows.
Agreement
1. Defined Terms. The terms "this Note", "hereunder" and similar
references in
the Note shall be deemed to refer to the Note as amended hereby.
The terms "this
Loan Agreement", "hereunder" and similar references in the Loan
Agreement shall
be deemed to refer to the Loan Agreement as amended hereby.
Capitalized terms
used and not otherwise defined herein shall have the meanings
ascribed to such
terms in the Note.
2. Note Amendment. Effective as of the date hereof, references in
the Note to
"August 31, 2007" are hereby amended to read "October 31,
2007."
3. Effect on the Note. Except as specifically amended above, the
Note shall
remain in full force and effect and is hereby ratified and
confirmed. This
Amendment One shall be annexed to the Note as an allonge thereto,
shall be
effective even if not so annexed, and shall be deemed to be part of
the Note.
4. Loan Agreement Amendment. Effective as of the date hereof, the
Loan Agreement
is modified as follows:
a. References in the Loan Agreement (including the Schedules
thereto)
to "Loan Document" or "Loan Documents" are hereby amended to read
"Revolving
Loan Document" or "Revolving Loan Documents," as appropriate.
b. References in the Loan Agreement to "the first anniversary of
the
date hereof" are hereby amended to read "October 31, 2007."
<PAGE>
c. The first paragraph of the Loan Agreement is hereby amended
and
restated to read in its entirety as follows:
"You have requested that Amalgamated Bank (the "Bank") provide to
Integrated
BioPharma, Inc., a Delaware corporation (the "Borrower"), a
revolving credit
facility in the aggregate principal amount not to exceed
$15,000,000 at any time
(the "Revolving Credit Facility"). The proceeds of the Revolving
Credit Facility
will be used for the working capital and general corporate purposes
of the
Borrower and its subsidiaries."
d. The definitions of "Consolidated EBITDA" and "Consolidated
Indebtedness" are hereby amended and restated in their entirety to
read as
follows:
"'Consolidated EBITDA' shall mean, for any period, Consolidated
Net
Income for such period, adjusted by (x) adding thereto:
(a)
Consolidated Interest Expense for such period,
(b)
Consolidated Amortization Expense for such period,
(c) Consolidated
Depreciation Expense for such period,
(d)
Consolidated Tax Expense for such period, and
(y) subtracting therefrom the aggregate amount of all non-cash
items increasing
Consolidated Net Income (other than the accrual of revenue or
recording of
receivables in the ordinary course of business) for such period and
(z) adding
thereto the aggregate amount of all non-cash items decreasing
Consolidated Net
Income for such period.
`Consolidated Indebtedness' shall mean, as at any date of
determination, the aggregate amount of all Indebtedness of Borrower
and its
Subsidiaries, determined on a consolidated basis in accordance with
GAAP."
e. Section 5(f) of the Loan Agreement is hereby amended to add
the
following row at the end of, and as part of, the table therein:
Each
successive Quarterly Test Period thereafter 4.50 to
1.00
f. Section 5(g) of the Loan Agreement is hereby amended to add
the
following row at the end of, and as part of, the table therein:
Each
successive Quarterly Test Period thereafter $5,500,000
g. Section 5(h) of the Loan Agreement is hereby amended to add
the
following row at the end of, and as part of, the table therein:
Each
successive Quarterly Test Period
1.75 to 1.00
thereafter
<PAGE>
h. Section 5(i) of the Loan Agreement is hereby amended and
restated to
read in its entirety as follows:
"(i) Required Balances. For as long as the Credit Facility
remains in effect, unless otherwise agreed by the Bank, the
Borrower
shall maintain all operating accounts under its taxpayer
identification
number (EIN: 22-2407475) with the Bank. Commencing on the date
hereof,
Borrower shall maintain Two Million Dollars ($2,000,000) in a six
month
time deposit with Bank and shall not have the option for early
withdrawal unless (i) aggregate combined borrowings on the
Revolving
Credit Facility and Term Loan are less than or equal to $10 million
and
(ii) the ratio of Borrower's consolidated total liabilities to
stockholders' equity is 0.5 or less (collectively, the
"Withdrawal
Requirements"). Borrower and Bank agree that, upon expiration of
such
certificate of deposit, it shall be renewed by Bank for another
six
month term unless the Borrower meets the Withdrawal Requirements
set
forth above. If such Withdrawal Requirements are met prior to
the
maturity of the deposit and the Borrower exercises its right to
early
withdrawal, such withdrawal shall be subject to an early
withdrawal
penalty. If the Borrower meets the Withdrawal Requirements and does
not
withdraw the time deposit prior to its maturity, the Borrower shall
not
be obligated to continue maintaining a $2 million time
deposit."
i. Clause (d) of Section 5(k) of the Loan Agreement is hereby
amended
and restated to read in its entirety as follows:
"(d) net proceeds received from the issuance of common equity
(including, but not limited to, upon the exercise of warrants and
options) by
Borrower in an amount equal to the minimum of $5,000,000 or, if
less, the amount
of net proceeds actually received by Borrower from such
issuance,"
j. Section 7 of the Loan Agreement is hereby amended (i) to
add,
immediately following the caption thereof, "Each of the following
shall be an
"Event of Default":" and (ii) to add the following at the end
thereof:
"(c) Any Event of Default as defined in the Note or any other
Revolving Loan Document.
(d) Any Event of Default (i) as de
