EXHIBIT 10.4
BIOTECHNICA INTERNATIONAL, INC.
EIGHTH AMENDMENT TO SECURED REVOLVING CREDIT AGREEMENT
AND FIFTH AMENDMENT TO SECURED REVOLVING CREDIT NOTE
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Gentlemen:
Reference is hereby made to that certain Secured Revolving credit Agreement
dated as of October 26, 1993, as amended (the "CREDIT AGREEMENT") between
the undersigned, BioTechnica International, Inc., a Delaware corporation
(the "COMPANY") and you (the "BANK"). All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in
the Credit Agreement.
The Company has requested that the Bank extend the Termination Date of the
Credit Agreement and the Bank is willing to do so under the terms and
conditions set forth in this Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose below,
and the satisfaction of the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be and hereby is amended as follows:
1.1. Section 1.1(a) of the Credit Agreement shall be amended by replacing
the date "December 1, 1997" appearing therein with the date "December 31,
1998".
1.2. Exhibit A to the Credit Agreement and the Revolving Note of the
Company payable to the order of Xxxxxx Trust and Savings Bank (the "Note")
shall each be amended by replacing the date "December 31, 1997" appearing in
the first paragraph therein with the date "December 31, 1998".
1.3. The Bank shall type the following legend on its Note:
"This Note has been amended pursuant to the terms of an Ninth
Amendment to Secured Revolving Credit Agreement and Sixth Amendment to
Secured Revolving Credit Note dated as of December ___, 1997, including an
extension of the maturity date hereof, to which reference is hereby made for
a statement of terms thereof"
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all of
the following conditions precedent:
2.1. The Company and the Bank shall have executed and delivered this
Amendment.
2.2. Each of the representations and warranties set forth in Section 5 of
the Credit Agreement shall be true and correct.
2.3. The Company shall be in full compliance with all of the terms and
conditions of the Credit Agreement and no Event of Default or Potential
Default shall have occurred and be continuing thereunder or shall result
after giving effect to this Amendment.
2.4. All legal matters incident to the execution and delivery hereof and
the instruments and documents contemplated hereby shall be satisfactory to
the Bank.
2.5. Each of Genetics and each Guarantor Subsidiary shall have executed and
delivered to the Bank its acknowledgment in the form set forth below.
2.6. The Bank shall have received copies, certified as true, complete and
Correct by the secretary or assistant secretary of the Company, of
resolutions adopted by the Company's Board of Directors authorizing the
Company to execute and deliver this Amendment and perform its obligations
under the Credit Agreement and Note as amended hereby.
3. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Amendment, the
Company hereby represents to the Bank that as of the date hereof, each of
the representations and warranties set forth in Section 5 of the Credit
Agreement are and shall be and remain true and correct (except that the
representations contained in Section 5.4 shall be deemed to refer to the
most recent financial statements of the Company delivered to the Bank) and
the Company is in full compliance with all of the terms and conditions of
the Credit Agreement and no Potential Default or Event of Default has
occurred and is continuing thereunder or shall result after giving effect to
this Amendment.
4. MISCELLANEOUS.
4.1. The Company has heretofore executed and delivered to the Bank that
certain Security Agreement Re: Accounts Receivable, General Intangibles and
Inventory dated as of October 26, 1993 (the "SECURITY AGREEMENT") and the
Company hereby agrees that notwithstanding the execution and delivery of
this Amendment, the Security Agreement shall be and remain in full force and
effect and that any rights and remedies of the Bank thereunder, obligations
of the Company thereunder and any liens and security interests created or
provided for thereunder shall be and remain in full force and effect and
shall not be affected, impaired or discharged thereby. Nothing herein
contained shall in any manner affect or impair the priority of the liens and
security interests created and provided for by the Security Agreement as to
the indebtedness which would be secured thereby prior to giving effect to
this Amendment.
4.2. Except as specifically amended herein, the Credit Agreement and the
Note shall continue in full force and effect in accordance with its original
terms. Reference to this specific Amendment need not be made in any note,
document, letter, certificate, the Credit Agreement itself, the Note or any
communication issued or made pursuant to or with respect to the Credit
Agreement or the Note, any reference in any of such to the Credit Agreement
or the Note being sufficient to refer to the Credit Agreement or the Note as
amended hereby.
4.3. The Company agrees to pay on demand all costs and expenses of or
incurred by the Bank in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Bank.
4.4. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of December ___, 1997.
BIOTECHNICA INTERNATIONAL, INC.
By /s/ Xxxxx Xxxxxxx
Its President-COO
Accepted and agreed to as of the date and year last above written.
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxx
Its Vice President
