STOCK PLEDGE AGREEMENT (Stock In _______________)Stock Pledge Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS STOCK PLEDGE AGREEMENT (“PLEDGE AGREEMENT”) is made to be effective as of this day of August, 2005, by MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“PLEDGOR”), for the benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, individually and in its capacity as the Administrative Agent (“ADMINISTRATIVE AGENT”) for the “LENDERS” that are now or hereafter parties to an Amended And Restated Loan And Security Agreement (as amended from time to time, the “LOAN AGREEMENT”) dated to be effective as of September , 2005, by and among the PLEDGOR, the AGENT, BANK OF AMERICA, N.A., as Syndication Agent, and the LENDERS. Hereafter, the ADMINISTRATIVE AGENT and the LENDERS are collectively referred to as the “SECURED PARTIES.”
GUARANTY AGREEMENTGuaranty Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS GUARANTY AGREEMENT (“GUARANTY”) is made to be effective as of September , 2005, by , a Delaware corporation (“GUARANTOR”), for the benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, individually and in its capacity as the Administrative Agent (“ADMINISTRATIVE AGENT”) for the “LENDERS” that are now or hereafter parties to an Amended And Restated Loan And Security Agreement (as amended from time to time, the “LOAN AGREEMENT”) dated to be effective as of September , 2005 by and among MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”), the ADMINISTRATIVE AGENT, and the LENDERS. Hereafter, the ADMINISTRATIVE AGENT and the LENDERS are collectively referred to as the “SECURED PARTIES.”
ASSIGNMENT AND ACCEPTANCE [Date]Assignment and Acceptance • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
Reference is made to the Amended And Restated Loan And Security Agreement dated to be effective as of September , 2005 (as amended or supplemented from time to time, the ALOAN AGREEMENT”), by and among MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”), and MANUFACTURERS AND TRADERS TRUST COMPANY, as ADMINISTRATIVE AGENT, and the LENDERS party thereto. Capitalized terms which are defined in the LOAN AGREEMENT and which are used herein without definition shall have the same meanings herein as in the LOAN AGREEMENT.
SECURITY AGREEMENTSecurity Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS SECURITY AGREEMENT is made to be effective as of , 200 , by , a Delaware corporation (“GUARANTOR”), for the benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, individually and in its capacity as the Agent (“ADMINISTRATIVE AGENT”) for the “LENDERS” that are now or hereafter parties to an Amended And Restated Loan And Security Agreement (as amended from time to time, the “LOAN AGREEMENT”) dated to be effective as of September , 2005, by and among the “BORROWER” (hereinafter defined), the ADMINISTRATIVE AGENT, and the LENDERS. Hereafter, the ADMINISTRATIVE AGENT and the LENDERS are collectively referred to as the “SECURED PARTIES.”
Amended and Restated Loan and Security AgreementLoan and Security Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“AGREEMENT”) is dated as of September 30, 2005, by and between MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”); each of the “LENDERS” (as defined below); MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent for the LENDERS (in such capacity, together with its successors in such capacity, the “ADMINISTRATIVE AGENT”), and as Sole Book Runner; BANK OF AMERICA, N.A., as Syndication Agent (in such capacity, together with its successors in such capacity, the “SYNDICATION AGENT”); and SUNTRUST BANK, as Documentation Agent (in such capacity, together with its successors in such capacity, the “DOCUMENTATION AGENT”).
SECOND MODIFICATION AGREEMENTModification Agreement • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS SECOND MODIFICATION AGREEMENT (“AGREEMENT”) is made to be effective as of September 30, 2005, by and between MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (“ADMINISTRATIVE AGENT”); MANUFACTURERS AND TRADERS TRUST COMPANY (“M&T”), BANK OF AMERICA, N.A. (“BANK OF AMERICA”), SUNTRUST BANK (“SUNTRUST”), COMERICA BANK (“COMERICA”), FIFTH THIRD BANK (“FIFTH THIRD”), and CHEVY CHASE BANK (“CHEVY CHASE”); MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”); MARTEK BIOSCIENCES BOULDER CORPORATION (“MARTEK BOULDER”), a Delaware corporation; and MARTEK BIOSCIENCES KINGSTREE CORPORATION (“MARTEK KINGSTREE”), a Delaware corporation. Hereafter, M&T, BANK OF AMERICA, SUNTRUST, COMERICA, FIFTH THIRD, and CHEVY CHASE are collectively referred to as the “LENDERS”; MARTEK BOULDER and MARTEK KINGSTREE are collectively referred to as the “GUARANTORS”; the BORROWER and the GUARANTORS are collectively referred to as the “OBLIGORS”; and the ADMINISTRATIVE AGENT, the LEN
