Exhibit 10.95
EXECUTION COPY
FIRST AMENDMENT TO GUARANTOR SECURITY AND PLEDGE AGREEMENT
[Regarding EcoScience Merger]
This First Amendment to Guarantor Security and Pledge Agreement (this
"Amendment") is entered into on September ___, 1998 by and between:
Agro Power Development, Inc., a New York corporation with an address at 00 Xxxxx
Xxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 ("Guarantor"); and
CoBank, ACB, sole member of the Lender Group and Secured Party, as defined in
the Security Agreement.
R E C I T A L S
A. Guarantor entered into a certain Guarantor Security and Pledge Agreement
dated June 24, 1997 (as amended to date the "Security Agreement") in connection
with certain financing provided by the Lender Group to Village Farms
International Finance Association; and,
B. The Guarantor desires to merge with Agro Acquisition Corp., an affiliate
of EcoScience Corporation pursuant to a certain Agreement and Plan of Merger
(the "Merger Agreement") dated as of April 28, 1998 and amended and restated as
of July 31, 1998 (the "Merger"), with the name of the survivor being changed to
Agro Power Development, Inc.; and,
C. The parties desire to amend and modify the Security Agreement as
provided herein for the purpose, among other things, of permitting the
transactions described above.
AGREEMENTS
NOW, THEREFORE, for value received, and intending to be legally bound
herein, CoBank, ACB, in its capacity as Secured Party and sole Syndicated Party
consents and agrees with the Guarantor as follows:
1. Definitions. Except as otherwise expressly provided herein, all
capitalized terms used herein and defined in the Security Agreement shall have
the meaning ascribed to such term under the Security Agreement.
2. Preamble. Upon and after the consummation of the Merger, the reference,
in the preamble of the Security Agreement, to "Agro Power Development, Inc., a
New York corporation" shall be amended and restated in its entirety to read,
"Agro Power Development, Inc., a Delaware corporation."
3. Section 6.1 Organization; Good Standing, etc. Upon and after
consummation of the Merger, the reference to "New York", shall be amended and
restated to read "Delaware".
4. Exhibit 6.6 Location of Guarantor and Collateral. The following
reference is hereby deleted and replaced as follows:
"1181 Xxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000"
Replaced with:
"9912 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000"
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the date first set above.
Agro Power Development, Inc.
By: ______________________________
J. Xxxxx Xxxx, Sr. VP & CFO
CoBank, ACB, as sole member of the
Lender Group and, in its capacity as Agent,
the Secured Party
By:_______________________________
Name:
Title:
