LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of October 5, 1996,
by and between Agro Dynamics, Inc. ("Agro Dynamics") and Agro Dyanmics Canada
Inc. ("Agro Canada") (each, a "Borrower" and collectively, the "Borrowers")
and Silicon Valley Bank, a California-chartered bank ("Lender"), with its
principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 and
with a loan production office located at Wellesley Office Park, 00 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, doing business under the name of
"Silicon Valley East."
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may
be owing by Borrowers to Lender, Borrower's are indebted to Lender pursuant
to, among other documents, a Revolving Credit Note, dated October 28, 1994 in
the original principal amount of up to One Million Five Hundred Thousand and
00/100 Dollars ($1,500,000.00) (the "Revolving Note"). The Revolving Note
has been modified pursuant to Loan Modification Agreement dated October 5,
1995, July 5, 1996 and September 5, 1996. The Revolving Note, together with
other promissory notes from Borrowers to Lender, is governed by the terms of
a Loan Agreement, dated October 28, 1994, between Borrowers and Lender, as
such agreement may be amended from time to time (the "Loan Agreement").
Hereinafter, all indebtedness owing by Borrowers to Lender shall be referred to
as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL: Repayment of the indebtedness is secured by
three Security Agreements, each, dated October 28, 1994 (each, the "Security
Agreement"), executed by Agro Dynamics and Agro Canada and EcoScience
Corporation (the "Pledgor"); two Stock Pledge Agreements, each dated October 28,
1994 (each, the "Pledge Agreement"), one executed by Pledgor and one executed by
Agro Dynamics and an Assignment of Deposit Account dated October 5, 1995 (the
"Assignment"), executed by Pledgor. Additionally, repayment of the Indebtedness
is guaranteed by EcoScience Corporation (the "Guarantor") pursuant to an
EcoScience Guaranty dated October 28, 1994 (the "Guaranty").
Hereinafter, the above-described security documents, together with all other
documents securing payment of the Indebtedness shall be referred to as the
"Security Documents." Hereinafter, the Security Documents, together with all
other documents evidencing or securing the Indebtedness shall be referred to as
the "Existing Loan Documents."
3. DESCRIPTION OF CHANGE IN TERMS.
A. MODIFICATION(S) TO REVOLVING NOTE.
1. Payable in one payment of all outstanding principal plus all accrued
unpaid interest on December 15, 1996. In addition, Borrowers will pay one
regular monthly payment of all accrued unpaid interest due on November 15, 1996.
4. PAYMENT OF LOAN FEE. Borrowers shall pay Lender a fee in the amount of Two
Thousand and 00/100 Dollars ($2,000.00) (the "Loan Fee") plus all out-of-pocket
expenses.
5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
6. NO DEFENSES OF BORROWER. Each Borrower agrees that, as of this date, it
has no defenses against the obligations to pay any amounts under the
Indebtedness.
7. CONTINUING VALIDITY. Borrowers understand and agree that in modifying the
existing Indebtedness, Lender is relying upon Borrowers' representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Lender's agreement to modifications to the existing Indebtedness pursuant to
this Loan Modification Agreement in no way shall obligate Lender to make any
future modifications to the Indebtedness. Nothing in this Loan Modification
Agreement shall constitute a satisfaction of the Indebtedness. It is the
intention of Lender and Borrowers to retain as liable parties all makers and
endorsers of Existing Loan Documents, unless the partly is expressly released by
Lender in writing. No maker, endorser, or guarantor will be released by virtue
of this Loan Modification Agreement. The terms of this Paragraph apply not only
to this Loan Modification Agreement, but also to all subsequent loan
modification agreements.
8. JURISDICTION/VENUE. Each Borrower accepts for itself and in connection
with its properties, unconditionally, the non-exclusive jurisdiction of any
state or federal court of competent jurisdiction in the Commonwealth of
Massachusetts in any action, suit or proceeding of any kind against it which
arises out of or by reason of this Loan Modification Agreement, provided,
however, that if for any reason Lender cannot avail itself of the courts of the
Commonwealth of Massachusetts, then venue shall lie in Santa Xxxxx County,
California.
9. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrowers and Lender (provided,
however, in no event shall this Loan Modification Agreement become effective
until signed by an officer of Lender in California).
10. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first written
above.
BORROWERS: LENDER:
AGRO DYNAMICS, INC. SILICON VALLEY BANK, doing
business as SILICON VALLEY EAST
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxx
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Name: Xxxxxx X. Xxxxxxxx Name: Xxxx Xxxxx
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Title: Treasurer Title: Senior Vice President
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AGRO DYNAMICS CANADA INC. SILICON VALLEY BANK
By:/s/ Xxxxxx X. Xxxxxxxx By:/s/ Xxxxxxxxx Xxxx
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Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxxxxx Xxxx
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Title: Treasurer Title: Vice President
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Signed at San Jose, CA
The undersigned hereby consents and confirms the modifications to the
Indebtedness pursuant to this Loan Modification Agreement and the Existing Loan
Documents (including such provisions which apply specifically to EcoScience),
hereby ratifies all the provisions of the Guaranty, Security Agreement, Pledge
Agreement and Assignment, and confirms that all provisions of those document are
in full force and effect.
GUARANTOR/PLEDGOR:
ECOSCIENCE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Treasurer
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