EXHIBIT (10) (l)
March 27, 1996
IGI, Inc. and Subsidiaries
Xxxxx Xxxx xxx Xxxxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
Re: First Amendment to Second Amended
and Restated Loan Agreement
Dear Sirs:
Reference is made to the Second Amended and Restated Loan Agreement,
dated as of December 13, 1995, by and among Fleet Bank-NH, Mellon Bank, N.A.,
and IGI, Inc. and certain of its subsidiaries (the "Loan Agreement"). All
capitalized terms used herein without definition have the respective meanings
ascribed to them in the Loan Agreement.
This will confirm our agreement to grant a one-time covenant waiver
under the Loan Agreement, to amend the Loan Agreement, and to clarify the
application of certain provisions thereof, as follows:
1. Certain Waiver. By their execution and delivery hereof, the Lenders
hereby
permanently waive, as of December 31, 1995, compliance with the minimum
Current Ratio covenant pursuant to Section 5.09A of the Loan Agreement. Such
waiver shall only be applicable in this specific instance and for the specific
date, and shall not be deemed a waiver (or an agreement to grant a waiver) with
respect to any other covenant or for any other time period.
2. Certain Amendment. Section 5.09A of the Loan Agreement is hereby
amended so as to read in full as follows:
"Section 5.09A. Current Ratio. As at the end of each quarter of each
Fiscal Year commencing with the quarter ending March 31, 1996,
maintain a Current Ratio of not less than 1.10 to 1."
3. Certain Clarification. In all calculations of Operating Income for
the Fiscal Year ended December 31, 1995 and each quarter therein, the Borrowers'
loss from discontinued operations shall constitute an item of "other expense"
within clause (d) of the definition of Operating Income contained in Section
1.01 of the Loan Agreement.
Except as expressly set forth herein, all of the terms and conditions
of the Loan Agreement shall remain unmodified and in full force and effect.
Kindly confirm the Borrowers' agreement to the foregoing by
countersigning a counterpart copy of this letter in the spaces provided below.
Very truly yours,
FLEET BANK-NH
By:__________________________________
MELLON BANK, N.A.
By:__________________________________
Acknowledged, Confirmed
and Agreed to:
IGI, INC.
By:_______________________________
IGEN, INC.
By:_______________________________
IMMUNOGENETICS, INC.
By:_______________________________
BLOOD CELLS, INC.
By:_______________________________
