Exhibit 10.24
FIFTH AMENDMENT TO TERM LOAN AGREEMENT
THIS FIFTH AMENDMENT TO TERM LOAN AGREEMENT (this "Amendment" or "Fifth
Amendment to Loan Agreement") is entered into by and between KMG-BERNUTH, INC.,
a Delaware corporation (hereinafter referred to as "Borrower") and WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, successor by merger
to SouthTrust Bank, an Alabama banking corporation, successor by conversion to
SouthTrust Bank, National Association (hereinafter referred to as "Bank") as of
the 7th day of June, 2005.
W I T N E S S E T H:
WHEREAS, Borrower and Bank are parties to that certain Term Loan Agreement dated
as of June 26, 1998, as amended by that certain First Amendment to Term Loan
Agreement dated as of December 30, 2002, by that certain Second Amendment to
Term Loan Agreement dated as of December 5, 2003, by that certain Third
Amendment to Term Loan Agreement dated as of June 8, 2004, and by that certain
Fourth Amendment to Term Loan Agreement dated as of July 31, 2004 (as so amended
and as hereby amended, the "Loan Agreement"), whereby Borrower became indebted
to Bank for a Term Loan in the original principal amount of $6,000,000.00 and
thereafter amended to a principal amount of $5,050,000.00 and a Term Loan No. 2
in the principal amount of $6,000,000.00 and thereafter amended to a principal
amount of $8,600,000.00 (all of the foregoing capitalized terms together with
all other capitalized terms used herein shall have the respective meanings
assigned thereto in the Loan Agreement, unless otherwise specifically defined
herein); and
WHEREAS, upon request of the Borrower, the Bank has agreed to certain additional
amendments to the Loan Agreement, without limitation, amendments to certain of
the financial covenants required by the Loan Agreement, which amendments are
specifically set forth below.
NOW, THEREFORE, in consideration of the sum of One and No/100 Dollar ($1.00) and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:
1.
THE PARTIES HEREBY ACKNOWLEDGE THAT
SOUTHTRUST BANK HAS HERETOFORE MERGED INTO WACHOVIA BANK, NATIONAL ASSOCIATION,
AND, ACCORDINGLY, THE LOAN AGREEMENT IS HEREBY FURTHER AMENDED TO PROVIDE THAT
ANY AND ALL REFERENCES TO "SOUTHTRUST BANK", "SOUTHTRUST BANK, NATIONAL
ASSOCIATION" IN THE LOAN AGREEMENT SHALL BE DEEMED TO BE "WACHOVIA BANK,
NATIONAL ASSOCIATION".
2.
SECTION 1.1 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY ADDING THE FOLLOWING DEFINITIONS AS ADDITIONAL DEFINED TERMS:
"Basic Chemicals" means Basic Chemicals Company, LLC, a Delaware corporation.
"Basic Chemicals Debt" means any amount owing by Borrower to Basic Chemicals
pursuant to the Basic Chemicals Note.
"Basic Chemicals Loan Documents" means the Basic Chemicals Note and any and all
agreements, documents, and instruments of any kind executed or delivered in
connection with, or evidencing, securing, guaranteeing or otherwise relating to
the indebtedness owing by Borrower to Basic Chemicals under the Basic Chemicals
Note, together with all modifications and amendments at any time made to any
thereof.
1
"Basic Chemicals Note" means the promissory note dated