FOURTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT
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THIS FOURTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT dated as of
July 31, 2002, but effective as of June 30, 2002, by and among BALTEK
CORPORATION, a Delaware corporation having its principal executive offices at ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Baltek") and CRUSTACEA
CORPORATION,a Delaware corporation having its principal executive offices at ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Crustacea") (each a "Borrower"
and collectively the "Borrowers") and FLEET NATIONAL BANK, successor by merger
to SUMMIT BANK, a banking institution of the State of New Jersey having an
office located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
(the "Bank").
W I T N E S S E T H
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WHEREAS, the Borrowers and the Bank entered into a Revolving Loan and
Security Agreement dated as of December 21, 1999, (the "Loan Agreement") as
amended by a certain First Amendment to Revolving Loan and Security Agreement
dated as of September 30, 2000, (the "First Amendment"), as further amended by a
certain Second Amendment to Revolving Loan and Security Agreement dated as of
December 31, 2000 (the "Second Amendment") and as further amended by a certain
Third Amendment to Revolving Loan and Security Agreement dated as of September
28, 2001 (the "Third Amendment"), (the Loan Agreement, First Amendment, Second
Amendment, and Third Amendment are collectively referred to as the Loan
Agreement).
WHEREAS, the Borrowers have informed the Bank of their plan to write-off
their investment in the Ecuadorian shrimp business and concentrate their efforts
on their expanding balsa business; and
WHEREAS, said write-off will require a revision to the Borrowers' Minimun
Tangible Net Worth covenant as set forth in the Loan Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. All of the terms and conditions of the Loan Agreement, as modified,
are hereby specifically incorporated into, and made part hereof. In the
event of an inconsistency between the terms of the Loan Agreement and this
agreement, the terms of this Agreement will control.
2. The definition of EBITDA in Section 1.1 of the Loan Agreement is
hereby approved to read as follows:
"EBITDA" shall mean consolidated operating income minus special
one-time charges, plus consolidated depreciation and amortization.
3. Section 5.24 of the Loan Agreement, which section is contained as
Paragraph 8 of the Second Amendment, is hereby modified to read as follows:
"Commencing with the June 30, 2002 reporting period and
continuing during the Term of the Loan Agreement, the Borrowers
and their subsidiaries shall maintain a combined Minimum Tangible
Net Worth of Twenty-Eight Million ($28,000,000.00) Dollars with
annual step ups of One Million Two Hundred Fifty Thousand
($1,250,000,00) Dollars."
4. Except as expressly modified herein, all of the terms and
provisions of the Loan Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.
ATTEST: FLEET NATIONAL BANK, successor
by merger to Summit Bank
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
ATTEST: BALTEK CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title:President
ATTEST: CRUSTACEA CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name:▇▇▇▇▇▇▇ ▇▇▇▇
Title: President