exv10w1



 






THE BANK

LOAN MODIFICATION/RENEWAL AGREEMENT




K-TRON
AMERICA, INC.

Routes 55 & 553

Pitman, NJ 08071




	 	 	 
	Date; July 5, 2005

	 	Loan #6039359-6600
	Original Amount: $5,000,000.00

	 	Annual Fee: $12,500.00
	Current Balance: $1,400,000.00

	 	Maturity Date: July 5, 2007





WHEREAS, the Borrower executed the note referred to above on June 24, 1998, and,



WHEREAS, the note, security agreement and commitment letter executed by K-Tron America, Inc.
(“Borrower”) and K-Tron International, Inc. (“Guarantor”) allow a modification of interest rate,
due date or other terms or conditions without affecting the priority of The Bank’s lien.



NOW, therefore, in consideration of an annual fee of $12,500.00, the above referenced note is
extended and modified as follows:





IT IS HEREBY AGREED THAT THE ABOVE NUMBERED NOTE SHALL BECOME DUE JULY 5, 2007. DURING THE
TERMS OF THE RENEWAL, PAYMENTS OF INTEREST ONLY SHALL BE DUE EACH MONTH BEGINNING AUGUST 1,
2005.




IT IS FURTHER AGREED THAT THE INTEREST RATE SHALL BE REDUCED TO PRIME RATE (AS DEFINED IN
THE NOTE) MINUS 1/2%, EFFECTIVE WITH THE DATE OF THIS LOAN MODIFICATION/RENEWAL AGREEMENT.




IT IS FURTHER AGREED THAT UNTIL ALL OBLIGATIONS HEREUNDER ARE FULLY PAID AND DISCHARGED,
BORROWER AND GUARANTOR WILL NOT WITHOUT THE PRIOR WRITTEN CONSENT OF THE BANK.




	 	A.	 	PERMIT THE CONSOLIDATED DEBT TO WORTH RATIO OF GUARANTOR TO BE MORE THAN 1.10
AT FISCAL YEAR-END 2005 AND EACH FISCAL YEAR-END THEREAFTER.
	 
	 	B.	 	PERMIT THE CONSOLIDATED NET WORTH OF GUARANTOR TO BE LESS THAN $40 MILLION AT
FISCAL YEAR-END 2005 AND EACH FISCAL YEAR-END THEREAFTER.






BOTH OF THE ABOVE COVENANTS SHALL BE CALCULATED EXCLUSIVE OF DECLINES DUE TO CHANGES IN FOREIGN
EXCHANGE RATES SUBSEQUENT TO JANUARY 1, 2005, AND THEY REPLACE ALL PRIOR COVENANTS WITH RESPECT TO
THE SUBJECT MATTER THEREOF.




FURTHER,
BOTH OF THE ABOVE COVENANTS SHALL BE CALCULATED WITHOUT TAKING INTO ACCOUNT THE RESULTS OF PENN CRUSHER CORPORATION AND ITS SUBSIDIARIES.




 









 








	 	 	 
	K-TRON AMERICA, INC.

	 	Page 2







IT IS FURTHER AGREED THAT ANY EXISTING PROHIBITION REGARDING MERGERS OR
ACQUISITIONS BY GUARANTOR OR ITS SUBSIDIARIES WITHOUT THE WRITTEN APPROVAL OF THE
BANK IS HEREBY ELIMINATED.


All terms and conditions of the original note, commitment letter, existing loan documents and
any security thereto attached are fully incorporated herein and fully ratified except as
specifically modified by this modification agreement or any other prior modification agreement
among the parties or any prior waiver.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	ACCEPTED BY:
	 
	 	 	 	 	 	 
	THE BANK	 	K-TRON AMERICA, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ David J. Hanrahan Sr.
	 	By:
	 	/s/ Patricia Moore
	 

	 	 
	 	 	 	 
	 

	 	David J. Hanrahan Sr.
	 	 	 	Patricia Moore
	 

	 	Executive Vice President
	 	 	 	Vice President of Finance
	 
	 	 	 	 	 	 
	Date:	 	Date: JULY 11, 2005
	 
	 	 	 	 	 	 
	 	 	 	 	K-TRON INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ R. Remick
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Ronald Remick
	 

	 	 	 	 	 	Senior Vice President, CFO
	 

	 	 	 	 	 	and Treasurer
	 
	 	 	 	 	 	 
	 	 	 	 	Date: JULY 11, 2005