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EXHIBIT 10.12
SECOND MODIFICATION OF LOAN AGREEMENT
THIS SECOND MODIFICATION OF LOAN AGREEMENT (this "Agreement") is made
as of June 27, 1996, but is in all respects effective June 27, 1996, by and
between Microbiological Associates, Inc., Microbiological Associates, Limited,
Magenta Corporation, and Magenta Services, Ltd. (the "Borrower") and
NationsBank N.A. (the "Bank"), witnesseth:
WHEREAS, on December 17, 1993, the Borrower obtained a note in the
original principal amount of Three Million and 00/100 Dollars ($3,000,000.00)
and, on November 18, 1994, the Borrower obtained a note in the original
principal amount of One Million and 00/100 Dollars ($1,000,000.00)
(collectively, the "Loan"); and
WHEREAS, the Borrower executed a loan agreement (the "Loan Agreement")
outlining specific terms and conditions governing the Loan; and
NOW, THEREFORE, in consideration of the premises, the sum of $1.00 and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The statements set forth above are true and accurate
in every respect and are incorporated herein by reference.
2. The Loan Agreement is hereby amended as follows:
1. Borrower contemplates formation of
Microbiological Associates Holding GmbH, a
German company which will serve the primary
purpose of holding stock of BIOMEVA GmbH.
Borrower hereby agrees that immediately upon
establishment of Microbiological Associates
Holding GmbH, it will provide Bank with
authorized signatures on appropriate
documents in order to make the new company an
additional Borrower under all documents
related to Borrower's indebtedness to Bank.
2. Loan Agreement applies to the new debt as
evidenced by Note dated June 27, 1996 for
$1,800,000.00.
3. Amend Advance Rate (Sec. 3.10) to reflect a
reduction in availability against the Advance
Rate equal to the lessor of $900,000.00 or
the outstanding amount of the $1,800,000.00
term note dated June 27, 1996.
3. Except as expressly amended herein, all of the
provisions of the Loan Agreement shall remain in full force and effect. This
Agreement shall in no way operate as a
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novation, release, or discharge of any of the provisions of the Loan Agreement
(except as amended herein), or any indebtedness thereby evidenced.
IN WITNESS WHEREOF, and intending to create an instrument executed
under seal, the Borrower and the Bank have duly executed this Agreement under
seal as of the day and year first written above.
BORROWER:
Microbiological Associates, Inc.
By: (SEAL)
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Xxxx X. Xxxxxx, Senior Vice President
Microbiological Associates Limited
By: (SEAL)
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Xxxx X. Xxxxxx, Director
Magenta Corporation
By: (SEAL)
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Xxxx X. Xxxxxx, Senior Vice President
Magenta Services, Ltd.
By: (SEAL)
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Xxxx X. Xxxxxx, Director
BANK:
NATIONSBANK, N.A.
By: (SEAL)
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Xxxxxxxxx X. Xxxxx
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