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EXHIBIT 10.4
SECOND AMENDED SECURITY AGREEMENT
(STOCK PLEDGE)
This Second Amended Security Agreement is executed as of December 31,
1997, by and between Biodynamics International, Inc., a Florida Corporation
("Pledgor") and Renaissance Capital Partners II, Ltd., a Texas limited
partnership ("Pledgee").
BACKGROUND STATEMENT
Pledgor beneficially owns 100% of the shares of the capital of
Biodynamics International (Duetschland) GmbH, a German corporation, 100% of the
shares of the Common Stock of Biodynamics International (United States), Inc.,
a Florida Corporation, and 100% of the shares of the Common Stock of
Biodynamics for Partnerships, Inc., a Florida Corporation (collectively the
"Shares");
Pledgor executed that certain Security Agreement dated as of June 30,
1997, in connection with that certain Promissory Note in the original principal
amount of $1,010,027.40 made payable to the order of Pledgee, pursuant to which
the Shares were pledged to Pledgee as security for the obligations of Pledgor;
Pledgor executed that certain First Amended Security Agreement dated
as of September 15, 1997, in connection with that certain Promissory Note in
the original principal amount of $2,035,928.32 (the "Note") made payable to the
order of Pledgee pursuant to which the Shares were pledged to Pledgee as
security for the obligations of Pledgor;
Pledgor has requested that Pledgee: (i) provide additional financing
to Pledgor, and (ii) modify the terms of the indebtedness represented by the
Note to extend the maturity date, to reduce the interest rate from 12% per
annum to 9% per annum, and to convert the indebtedness into a loan which is
convertible into the common stock of the Pledgor and Pledgee has agreed to
provide the requested accommodations to Pledgor.
NOW, THEREFORE, for valuable consideration hereby acknowledged, the
parties agree as follows:
1. AMENDMENT OF SECURITY AGREEMENT.
The Security Agreement is hereby amended to change the description of
the Note for which the shares were pledged as collateral. For all purposes
hereafter the Note shall refer to the following:
All obligations of Pledgor to Pledgee pursuant to the terms of (i)
Convertible Debenture Loan Agreement by between Biodynamics International, Inc.
its wholly owned subsidiaries Biodynamics International (Deutschland) GmbH,
Biodynamics International (United States), Biodynamics for Partnerships, Inc.
and Renaissance Capital Partners II, Ltd.; and (ii) 9% Convertible in the
principal amount of $2,074,081.06 by and between Biodynamics International,
Inc. its wholly owned subsidiaries Biodynamics International (Deutschland)
GmbH, Biodynamics International (United States), Biodynamics for Partnerships,
Inc. and Renaissance Capital Partners II, Ltd.
2. ADDITIONAL REPRESENTATIONS AND WARRANTIES.
Debtor represents and warrants to Secured Party that Debtor has full
power and authority to execute and deliver this Amendment, and this Amendment
constitutes Debtor's valid, binding and enforceable obligation.
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3. MISCELLANEOUS.
This Amendment, the Security Agreement, and all related instruments
and agreements shall be governed by the laws of the State of Texas. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original.
4. ENTIRE AGREEMENT.
The Security Agreement, as amended hereby, is ratified and continues
in full force and effect.
THIS AGREEMENT, TOGETHER WITH THE SECURITY AGREEMENT, FIRST AMENDMENT
TO SECURITY AGREEMENT, CONVERTIBLE DEBENTURE LOAN AGREEMENT AND CONVERTIBLE
DEBENTURE, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF.
THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, this Second Amendment to Security Agreement has
been duly executed as of the date set forth above.
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged, Debtor hereby covenants and agrees with Secured Party as
follows:
EXECUTED as of the day and year first herein set forth.
BIODYNAMICS INTERNATIONAL, INC.
0000 Xxxxx 00, Xxxxx 00
Xxxxxxxxxx, Xxx Xxxxxx 00000
By: ________________________________
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
