EXHIBIT 4.7
LIMITED CONSENT AND WAIVER
THIS LIMITED CONSENT AND WAIVER (this "Consent and Waiver") is made as of
the 2nd day of August, 2002 by TENNESSEE FARMERS LIFE INSURANCE COMPANY, a
Tennessee corporation licensed to sell life insurance in Tennessee ("Lender"),
party to the Credit Agreement (defined below) and the Agreement to Merge. Terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined in the Credit Agreement.
RECITALS
WHEREAS, Donlar Corporation, Donlar Biosyntrex Corporation (each a
"Borrower" and collectively the "Borrowers") and Lender have entered into that
certain Bridge and Consolidated Term Loan Agreement, dated as of March 18, 2002
(as amended or supplemented, the "Credit Agreement") and that certain Agreement
to Merge, dated as of March 18, 2002 (the "Agreement to Merge");
WHEREAS, pursuant to both the Credit Agreement and the Agreement to Merge,
the Borrowers have agreed to merge by July 1, 2002 (the "Merger");
WHEREAS, Borrowers have filed the proxy material and a Registration
Statement on Form S-4 for use in connection with the Merger with the United
States Securities and Exchange Commission ("SEC") and have received an SEC
comment letter in response to their submission;
WHEREAS, Borrowers are responding to the SEC comment letter and anticipate
closing the Merger by September 2, 2002 (the "Delayed Merger");
WHEREAS, the Borrowers have requested the Lender to (i) consent to the
Delayed Merger, and (ii) to waive enforcement of Sections 5.1, 8.1(b) and 8.1(n)
of the Credit Agreement and Section 1.2 of the Agreement to Merge with regards
thereto;
NOW, THEREFORE, the undersigned Lender hereby (i) consents to the Delayed
Merger, and (ii) waives enforcement of its rights with regards to Sections 5.1,
8.1(b) and 8.1(n) of the Credit Agreement and Section 1.2 of the Agreement to
Merge, but only with regards violations of such provisions arising from the
Merger not being consummated on or before July 1, 2002, and does not waive any
of Borrowers' other obligations under such provisions, including but not limited
to Borrowers' obligations to use best efforts to effect the Merger as soon as
legally possible and in no event later than September 2, 2002.
This Consent and Waiver shall be a contract made under and governed by the
laws of the State of Tennessee. The Borrowers agree to pay all out-of-pocket
expenses of the Lender and the reasonable fees and expenses of counsel for the
Lender (who may be employed by the Lender) in connection with the preparation of
this Consent and Waiver.
This Consent and Waiver is limited to its terms and shall not change,
modify, amend or revise the terms, conditions and provisions of the Credit
Agreement or of the Agreement to Merge except as expressly provided herein and
agreed by the parties hereto. This Consent and Waiver shall be construed
narrowly and does not effect a waiver of Lender's remedies or rights, except as
expressly above described, with regards to any known or unknown Borrower
violation of or default under Credit Agreement and the Agreement to Merge.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, Lender has caused this Limited Consent and Waiver to be
executed by its officer thereunto duly authorized as of the day and year first
above-written.
TENNESSEE FARMERS LIFE INSURANCE COMPANY
By:
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Name: Xxxxx Xxxxxx
Title: CFO