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[GRAPHIC OMITTED] Silicon Valley Bank
Schedule to
Loan and Security Agreement
Borrower: EcoScience Corporation
EcoScience Produce Systems Corp.
Agro Dynamics, Inc.
Agro Dynamics Canada Inc.
Address: 00 Xxxxx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Date: April 28, 1997
This Schedule forms an integral part of the Loan and Security Agreement between
Silicon Valley Bank and the above-borrower of even date.
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1. CREDIT LIMIT
(Section 1.1): An amount not to exceed the lesser of a total of
$3,000,000 at any one time outstanding (the
"Overall Credit Limit"), or the sum of (a) and (b)
below:
(a) 85% of the amount of Borrower's Eligible
Receivables (as defined in Section 8 above),
plus
(b) an amount not to exceed the lesser of:
(1) the percentages of the value of
Borrower's Eligible Inventory (as
defined in Section 8 above) set
forth on Exhibit A hereto,
calculated at the lower of cost or
market value and determined on a
first-in, first-out basis, or
(2) $1,200,000; or
(3) 66.67% of the amount of outstanding
Loans against Borrower's
Receivables.
Loans will be made to each Borrower based on the
Eligible Receivables and Eligible Inventory of
each Borrower, subject to the Overall Credit Limit
set forth above for all Loans to all Borrowers
combined.
Letter of Credit Sublimit
(Section 1.5): $1,000,000.
Foreign Exchange Up to $1,000,000 of the Credit Limit (the
Contract Sublimit "Contract Limit") may be utilized for spot and
future foreign exchange contracts (the "Exchange
Contracts"). The Credit Limit
Silicon Valley Bank Schedule to Loan and Security Agreement
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at any time shall be reduced by the following
amounts (the "Foreign Exchange Reserve") on each
day (the "Determination Date"): (i) on all
outstanding Exchange Contracts on which delivery
is to be effected or settlement allowed more than
two business days from the Determination Date, 10%
of the gross amount of the Exchange Contracts;
plus (ii) on all outstanding Exchange Contracts on
which delivery is to be effected or settlement
allowed within two business days after the
Determination Date, 100% of the gross amount of
the Exchange Contracts. In lieu of the Foreign
Exchange Reserve for 100% of the gross amount of
any Exchange Contract, the Borrower may request
that Silicon debit the Borrower's bank account
with Silicon for such amount, provided Borrower
has immediately available funds in such amount in
its bank account.
Silicon may, in its discretion, terminate the
Exchange Contracts at any time (a) that an Event
of Default occurs or (b) that there is not
sufficient availability under the Credit Limit and
Borrower does not have available funds in its bank
account to satisfy the Foreign Exchange Reserve.
If either Silicon or Borrower terminates the
Exchange Contracts, and without limitation of the
FX Indemnity Provisions (as referred to below),
Borrower agrees to reimburse Silicon for any and
all fees, costs and expenses relating thereto or
arising in connection therewith.
Borrower shall not permit the total gross amount
of all Exchange Contracts on which delivery is to
be effected and settlement allowed in any two
business day period to be more than $500,000 (the
"Settlement Limit"), nor shall Borrower permit the
total gross amount of all Exchange Contracts to
which Borrower is a party, outstanding at any one
time, to exceed the Contract Limit.
Notwithstanding the above, however, the amount
which may be settled in any two (2) business day
period may, in Silicon's sole discretion, be
increased above the Settlement Limit up to, but in
no event to exceed, the amount of the Contract
Limit (the "Discretionary Settlement Amount")
under either of the following circumstances (the
"Discretionary Settlement Circumstances"):
(i) if there is sufficient availability under
the Credit Limit in the amount of the Foreign
Exchange Reserve as of each Determination
Date, and Silicon in advance shall reserve
the full amount of the Foreign Exchange
Reserve against the Credit Limit; or
(ii) if there is insufficient availability
under the Credit Limit as to settlements
within any two (2) business day period, and
if Silicon is able to: (A) verify good funds
overseas prior to crediting Borrower's
deposit account with Silicon (in the case of
Borrower's sale of foreign currency); or (B)
debit Borrower's deposit account with Silicon
prior to delivering foreign currency overseas
(in the case of Borrower's purchase of
foreign currency);
Provided that it is expressly understood that
Silicon's willingness to adopt the Discretionary
Settlement Amount is a matter of Silicon's sole
discretion and the existence of the Discretionary
Settlement Circumstances in no way means or
implies that Silicon shall be obligated to permit
the Borrower to exceed the Settlement Limit in any
two business day period.
In the case of Borrower's purchase of foreign
currency, Borrower shall instruct Silicon in
advance upon settlement either to treat the
settlement amount as an advance under the Credit
Limit, or to debit Borrower's account for the
amount settled.
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The Borrower shall execute all standard form
applications and agreements of Silicon in
connection with the Exchange Contracts, and
without limiting any of the terms of such
applications and agreements, the Borrower will pay
all standard fees and charges of Silicon in
connection with the Exchange Contracts.
Without limiting any of the other terms of this
Loan Agreement or any such standard form
applications and agreements of Silicon, Borrower
agrees to indemnify Silicon and hold it harmless,
from and against any and all claims, debts,
liabilities, demands, obligations, actions, costs
and expenses (including, without limitation,
attorneys' fees of counsel of Silicon's choice),
of every nature and description, which it may
sustain or incur, based upon, arising out of, or
in any way relating to any of the Exchange
Contracts or any transactions relating thereto or
contemplated thereby (collectively referred to as
the "FX Indemnity Provisions").
The Exchange Contracts shall have maturity dates
no later than the Maturity Date.
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2. INTEREST.
Interest Rate (Section 1.2):
A rate equal to the "Prime Rate" in effect from
time to time, plus 2.0% per annum. Interest shall
be calculated on the basis of a 360-day year for
the actual number of days elapsed. "Prime Rate"
means the rate announced from time to time by
Silicon as its "prime rate;" it is a base rate
upon which other rates charged by Silicon are
based, and it is not necessarily the best rate
available at Silicon. The interest rate applicable
to the Obligations shall change on each date there
is a change in the Prime Rate.
Minimum Monthly
Interest (Section 1.2): None.
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(3. FEES Section 1.4):
Loan Fee: $30,000, payable concurrently herewith. (Any
Commitment Fee previously paid by the Borrower in
connection with this loan shall be credited
against this Fee.)
Collateral Monitoring
Fee: $750, per month, payable in arrears (prorated for
any partial month at the beginning and at
termination of this Agreement) for maintaining and
monitoring the Borrower's account and related
services rendered by Silicon with respect thereto.
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4. MATURITY DATE
(Section 6.1): One year from the date of this Agreement, subject
to automatic renewal as provided in Section 6.1
above, and early termination as provided in
Section 6.2 above.
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5. FINANCIAL COVENANTS
(Section 5.1): Borrower (on a consolidated basis) shall comply
with all of the following covenants. Compliance
shall be determined as of the end of each month,
except as otherwise specifically provided below:
Minimum Tangible
Net Worth: Borrower shall maintain a Tangible Net Worth of
not less than $750,000.
Definitions. For purposes of the foregoing financial covenants,
the following terms shall have the following
meanings:
"Tangible Net Worth" shall mean the excess of
total assets over total liabilities, determined in
accordance with generally accepted accounting
principles, with the following adjustments:
(A) there shall be excluded from assets: (i)
notes, accounts receivable and other
obligations owing to the Borrower from its
officers or other Affiliates in excess of
$500,000, and (ii) all assets which would be
classified as intangible assets under
generally accepted accounting principles,
including without limitation goodwill,
licenses, patents, trademarks, trade names,
copyrights, capitalized software and
organizational costs, licenses and franchises
(B) there shall be excluded from liabilities:
all indebtedness which is subordinated to the
Obligations under a subordination agreement
in form specified by Silicon or by language
in the instrument evidencing the indebtedness
which is acceptable to Silicon in its
discretion.
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6. REPORTING.
(Section 5.3): Each Borrower shall provide Silicon with the
following:
1. Monthly Receivable agings, aged by invoice
date, within twenty days after the end of
each month.
2. Monthly accounts payable agings, aged by
invoice date, and outstanding or held check
registers, if any, within twenty days after
the end of each month.
3. Monthly reconciliations of Receivable agings
(aged by invoice date), transaction reports,
and general ledger, within twenty days after
the end of each month.
4. Monthly perpetual inventory reports for the
Inventory valued on a first-in, first-out
basis at the lower of cost or market (in
accordance with generally accepted accounting
principles) or such other inventory reports
as are reasonably requested by Silicon, all
within twenty days after the end of each
month.
5. Monthly unaudited financial statements
(consolidated and consolidating), as soon as
available, and in any event within thirty
days after the end of each month.
6. Monthly Compliance Certificates, within
thirty days after the end of each month, in
such form as Silicon shall reasonably
specify, signed by the Chief Financial
Officer of Borrower, certifying that as of
the end of such month Borrower was in full
compliance with all of the terms and
conditions of this Agreement, and setting
forth calculations showing compliance with
the financial covenants set forth in this
Agreement and such other information as
Silicon shall reasonably request, including,
without limitation, a statement that at the
end of such month there were no held checks.
7. Quarterly unaudited financial statements
(consolidated and consolidating), as soon as
available, and in any event within forty-five
days after the end of each fiscal quarter of
Borrower.
8. Copies of the Borrower's Reports to the
Securities and Exchange Commission on Form
10-Q and 10-K, and all other Reports and
statements required to be filed with the
Securities and Exchange Commission, within
five days after the earlier of the date they
are filed or are required to be filed with
the Securities and Exchange Commission.
9. Annual operating budgets (including income
statements, balance sheets and cash flow
statements, by month) for the upcoming fiscal
year of Borrower within thirty days prior to
the end of each fiscal year of Borrower.
10. Annual financial statements (consolidated and
consolidating), as soon as available, and in
any event within 90 days following the end of
Borrower's fiscal year, certified by
independent certified public accountants
acceptable to Silicon.
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7. COMPENSATION
(Section 5.5): Not Applicable.
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8. BORROWER INFORMATION:
Prior Names of
Borrower
(Section 3.2): None.
Prior Trade
Names of Borrower
(Section 3.2): None.
Existing Trade
Names of Borrower
(Section 3.2): Produce Systems Division
American Machinery Corp.
AMC
Other Locations and
Addresses (Section 3.3): 0000 XX XxXxxx Xxxx, Xxxxxxx, XX 00000;
0000-X Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000;
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000;
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000;
0000 Xxxxx 00xx Xxxxxx, Xxxxx Xxx, XX 00000;
000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx XXXXXX
X0X 0X0
Material Adverse
Litigation
(Section 3.10): None
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9. OTHER COVENANTS
(Section 5.1): Borrower shall at all times comply with all of
the following additional covenants:
(1) Banking Relationship. Borrower shall at
all times maintain its primary banking
relationship with Silicon.
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(2) Collateral Assignment, Patent Mortgage
and Security Agreement. On or before the
date hereof, each of EcoScience
Corporation and Agro Dynamics, Inc.
shall execute Silicon's standard form of
Collateral Assignment, Patent Mortgage
and Security Agreement.
Borrower: Silicon:
ECOSCIENCE CORPORATION SILICON VALLEY BANK
By /s/ Xxxxxxx X. XxXxxxxx By /s/ Xxxx X. Xxxxx
President or Vice President Title Vice President
By /s/ Xxxxxx X. Xxxxxxxx
Secretary or Ass't Secretary
ECOSCIENCE PRODUCE SYSTEMS CORP.
By /s/ Xxxxxxx X. XxXxxxxx
President or Vice President
By /s/ Xxxxxx X. Xxxxxxxx
Secretary or Ass't Secretary
AGRO DYNAMICS, INC.
By /s/ Xxxxxxx X. XxXxxxxx
President or Vice President
By /s/ Xxxxxx X. Xxxxxxxx
Secretary or Ass't Secretary
AGRO DYNAMICS CANADA INC.
By /s/ Xxxxxxx X. XxXxxxxx
President or Vice President
By /s/ Xxxxxx X. Xxxxxxxx
Secretary or Ass't Secretary