CALGENE, INC.
EIGHTH AMENDMENT TO
SECURED REVOLVING CREDIT AGREEMENT AND
SECURED REVOLVING CREDIT NOTE
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Secured Revolving Credit Agreement
dated as of April 26, 1990, as amended (the "Credit Agreement") originally among
the undersigned, CALGENE, INC., a Delaware corporation (the "Company"), Xxxxxx
Trust and Savings Bank (the "Bank") and Caisse Nationale de Credit Agricole,
acting through its Grand Cayman Branch ("Credit Agricole") and Xxxxxx Trust and
Savings Bank as agent thereunder (the "Agent" ). All defined terms used herein
shall have the same meaning as in the Credit Agreement unless otherwise defined
herein.
The Bank has extended a revolving credit facility to the Company on the
terms and conditions set forth in the Credit Agreement. Credit Agricole has
assigned to Xxxxxx, and Xxxxxx has assumed all of Credit Agricole's rights and
obligations under the Credit Agreement. The Company and Xxxxxx now wish to
extend the termination date of the Credit Agreement to March 31, 1996, and amend
certain terms of the Credit Agreement, all in the manner and on the terms and
conditions set forth in this Amendment.
SECTION 1. AMENDMENTS.
Upon satisfaction of all the conditions precedent set forth in Section 3
hereof, the Credit Agreement shall be amended as follows:
Section 1.1. The Termination Date of the Credit Agreement shall be extended
to March 31, 1996.
Section 1.2. Section l.l(a) of the Credit Agreement shall be amended by
replacing the date "January 31, 1996" appearing therein with the date "March 31,
1996".
Section 1.3. Exhibit A to the Credit Agreement and the Revolving Note of
the Company payable to the order of Xxxxxx Trust and Savings Bank (the "Note")
shall each be amended by deleting the date "January 31, 1996" appearing twice in
the first paragraph therein and inserting in lieu thereof the date "March 31,
1996".
Section 1.4. Xxxxxx Trust and Savings Bank shall type the following legend
on its Note:
"This Note has been amended pursuant to the terms of an Eighth
Amendment to Secured Revolving Credit Agreement and Secured Revolving
Credit Note dated as of January ___, 1996, including an extension of
the maturity date hereof, to which reference is hereby made for a
statement of terms thereof."
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
Section 2.1. The Company and the Bank shall have executed this Amendment
(such execution may be in several counterparts and the several parties hereto
may execute on separate counterparts).
Section 2.2. Each of the representations and warranties set forth in
Section 5 of the Credit Agreement shall be true and correct.
Section 2.3. The Company shall be in full compliance with all of the terms
and conditions of the Credit Agreement and no Event of Default or Potential
Default shall have occurred and be continuing thereunder or shall result after
giving effect to this Amendment.
Section 2.4. All legal matters incident to the execution and delivery
hereof and the instruments and documents contemplated hereby shall be
satisfactory to the Bank.
Section 2.5. The Bank shall have received copies (executed or certified as
may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment, all other instruments and
documents contemplated hereby and an opinion of Xxxxxx, Brand, Seymour & Xxxxxx,
counsel to the Company, in the form attached hereto as Exhibit A.
3. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Amendment, the
Company hereby represents to the Bank that as of the date hereof, each of the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.2 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Bank) and the Company is in full
compliance with all of the terms and conditions of the Credit Agreement and no
Default or Event of Default has occurred and is continuing thereunder or shall
result after giving effect to this Amendment.
4. MISCELLANEOUS.
Section 4.1. The Company has heretofore executed and delivered to the Agent
that certain Security Agreement Re: Inventory and Receivables and various
separate Pledge and Security Agreements, each dated as of April 26, 1990 (the
"Security Documents") and the Company hereby agrees that notwithstanding the
execution and delivery of this Amendment, the Security Documents shall be and
remain in full force and effect and that any rights and remedies of the Agent
thereunder, obligations of the Company thereunder and any liens and security
interests created or provided for thereunder shall be and remain in full force
and effect and shall not be affected, impaired or discharged thereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Security Documents as to
the indebtedness which would be secured thereby prior to giving effect to this
Amendment.
Section 4.2. The Company agrees to pay on demand all costs and expenses of
or incurred by the Bank in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Bank.
Section 4.3. Except as specifically amended herein the Credit Agreement and
the Note shall continue in full force and effect in accordance with their
original terms. Reference to this specific Amendment need not be made in any
note, document, letter, certificate, the Credit Agreement itself, the Note, or
any communication issued or made pursuant to or with respect to the Credit
Agreement or the Note, any reference to the Credit Agreement or Note being
sufficient to refer to the Credit Agreement as amended hereby.
Section 4.4. This Amendment may be executed in any number of counterparts,
and by the different parties on different counterparts, all of which taken
together shall constitute one and the same agreement. Any of the parties hereto
may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
Dated as of January 23, 1996.
CALGENE, INC.
By /s/ Xxxx Xxxxxxx
Its Vice President
Accepted as of the date last written above.
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxx X. Xxxxxxx
Its Vice President
