EXHIBIT 4.7
SECOND LIMITED CONSENT AND WAIVER
THIS SECOND LIMITED CONSENT AND WAIVER (this "Consent and Waiver") is
made as of the 17th day of September, 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, and as modified by our Limited Consent and Waiver dated August 2, 2002,
the Borrowers have agreed to merge by September 2, 2002 (the "Merger");
WHEREAS, Borrowers have filed amended proxy material and 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 a second SEC
comment letter in response to their submission;
WHEREAS, Borrowers are responding to the SEC comment letter and
anticipate closing the Merger by October 31, 2002 (the "Delayed Merger");
WHEREAS, Borrowers have requested the Lender to (i) consent to the
Delayed Merger, and (ii) to waive enforcement of Section 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 Borrower's obligations to use best efforts to effect the Merger
as soon as legally possible and in no event later than October 31, 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: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: CFO
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