Exhibit 4
SECOND AMENDMENT TO INDENTURE, SECURITIES,
WARRANT AGREEMENT AND WARRANT CERTIFICATES
THIS SECOND AMENDMENT TO INDENTURE, SECURITIES, WARRANT
AGREEMENT AND WARRANT CERTIFICATES (this "Second Amendment") is
made as of and shall be effective for all purposes as of the 28th
day of March, 2006, by and between Igene Biotechnology, Inc., a
Maryland corporation (the "Company"), and American Stock Transfer
& Trust Company, a New York corporation, its successors and
assigns, as Trustee (the "Trustee") and as Warrant Agent (the
"Warrant Agent").
RECITALS
WHEREAS, pursuant to the terms of an Indenture dated as of
March 31, 1998, as amended (the "Indenture") between the Company
and the Trustee, the Company issued and sold $5,000,000 of its 8%
notes due March 31, 2003 (the "Securities"); and
WHEREAS, concurrently with the issue of the Securities, the
Company issued, pursuant to a Warrant Agreement dated as of March
31, 1998 (the "Warrant Agreement"), 50,000,000 warrants to
purchase shares of the Company's Common Stock for $.10 per share,
as adjusted in accordance with the terms of the Warrant
Agreement; and
WHEREAS, on March 18, 2003, the Company and the Consenting
Holders (as defined below) amended the Indenture and Securities
to reflect the extension of the maturity date on the Securities
to March 31, 2006; and
WHEREAS, the Company and the Consenting Holders desire to
further amend the Indenture and Securities as hereinafter
provided to reflect the extension of the maturity date on the
Securities from March 31, 2006 until March 31, 2009; and
WHEREAS, in return for amending the Indenture and extending
the maturity date on the Securities, the Consenting Holders and
the Company desire to amend the terms of the Warrant Agreement
and each of the Warrant Certificates (within the meaning of the
Warrant Agreement) as hereinafter provided to reduce the Warrant
Price (as defined in the Warrant Agreement) from $.075 to $.056;
and
WHEREAS, the terms contained in this Second Amendment are
consented to by the holders of at least two-thirds principal
amount of all Securities (collectively, the "Consenting
Holders");
NOW, THEREFORE, in consideration of the foregoing recitals,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this
Second Agreement hereby agree as follows:
1. Incorporation of Recitals.
_________________________
The foregoing recitals are incorporated in this Second
Amendment and made a part hereof by this reference to the same
extent as if set forth herein in full. All section references
shall, unless otherwise expressly indicated, mean the corres-
ponding section of the Indenture.
2. Definitions.
___________
All capitalized terms used but not defined herein shall
have the meanings given such terms in the Indenture.
3. Amendment of the Indenture and Securities.
_________________________________________
The Indenture and each of the Securities are hereby
amended to replace "March 31, 2006" with "March 31, 2009"
wherever such term may appear, thereby extending the maturity
date of the Securities until March 31, 2009.
4. Amendment of Warrant Agreement.
______________________________
The Warrant Agreement and each Warrant Certificate is
hereby amended to replace "$.075" with "$.056" wherever such term
may appear.
5. Ratification of Indenture, Securities, Warrant
Agreement and Warrant Certificates.
_______________________________________________________
Except as set forth in this Second Amendment, all the
terms and conditions contained in the Indenture, Securities,
Warrant Agreement or Warrant Certificates, each, as amended, are
hereby ratified and shall remain in full force and effect. In the
event that any of the terms, conditions and provisions of this
Second Amendment shall conflict with any of the terms, conditions
and provisions of the Indenture, Securities, Warrant Agreement or
Warrant Certificates, each, as amended, then, and in such event,
the terms, conditions and provisions of this Second Amendment
shall prevail and be controlling. Hereafter, all references to
the Indenture, Securities, Warrant Agreement or any Warrant
Certificate shall mean the Indenture, Securities, Warrant
Agreement or such Warrant Certificate, respectively, as amended
by this Second Amendment.
6. Effective Date of Second Amendment.
__________________________________
The effective date of this Second Amendment shall be
March 28, 2006.
7. Counterparts.
____________
This Second Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all
of which, when taken together, shall be deemed to be a single
instrument.
8. Applicable Law.
______________
This Second Amendment shall be governed by the laws of
the State of New York, without regard to its conflicts of law
rules.
9. Disclaimer.
__________
In accordance with Section 7.04 of the Indenture,
American Stock Transfer and Trust Company makes no representation
or warranty as to the validity or adequacy of this Second
Amendment and shall not be responsible for any of the recitals
set forth herein.
IN WITNESS WHEREOF, and intending to be legally bound,
the Company, Trustee and Warrant Agent have caused this Second
Amendment to be executed on their behalf by their duly
authorized representatives as of the date set forth above.
ATTEST: THE COMPANY:
IGENE BIOTECHNOLOGY, INC.
/s/ CHRISTINE L. FITCH By: /s/ STEPHEN F. HIU
_________________________ _________________________
CHRISTINE L. FITCH Name: STEPHEN F. HIU
Title: President
ATTEST: THE TRUSTEE AND WARRANT AGENT:
AMERICAN STOCK TRANSFER &
TRUST COMPANY
/s/ SUSAN SILBER By: /s/ HERBERT J. LEMMER
_______________________ _______________________________
SUSAN SILBER Name: HERBERT J. LEMMER
Title: Vice President
CONSENT OF CONSENTING HOLDERS
Each of the undersigned, collectively constituting
holders of at least two-thirds in principal amount of all
Securities, do hereby irrevocably consent, on behalf of all
holders of Securities pursuant to and in accordance with the
terms of the Indenture, to the amendment of the Securities,
the Indenture, the Warrant Agreement and the Warrant
Certificates, as set forth in this Second Amendment. Each of
the persons signing below in their capacity as trustee on
behalf of any trust represent that they currently serve as
trustee under the trust(s) listed immediately above their
names, and have the trust power and authority to sign below
and to bind the trust(s) listed immediately above their names
to this Consent of Consenting Holders in accordance with its
terms.
CONSENTING HOLDERS:
WITNESS:
/s/ PATRICIA SPERA /s/ THOMAS L. KEMPNER
_______________________ _______________________________
PATRICIA SPERA THOMAS L. KEMPNER, record
and beneficial holder of
$32,395 principal amount of
Securities
WITNESS:
/s/ MARY CLANCY /s/ SIDNEY R. KNAFEL
_______________________ _______________________________
MARY CLANCY SIDNEY R. KNAFEL, record
holder of $1,214,544
principal amount of
Securities
WITNESS: Trust U/W of Carl M. Loeb FBO
Thomas L. Kempner, beneficial
and record holder of $944,933
principal amount of Securities
/s/ PATRICIA SPERA /s/ THOMAS L. KEMPNER
_______________________ _______________________________
PATRICIA SPERA THOMAS L. KEMPNER
Trustee
/s/ PATRICIA SPERA /s/ WILLIAM PERLMUTH
_______________________ _______________________________
PATRICIA SPERA WILLIAM PERLMUTH
Trustee
WITNESS: Alan H. Kempner III, beneficial
and record holder of $942,773
principal amount of Securities
/s/ PATRICIA SPERA /s/ ALAN H. KEMPNER III
_______________________ _______________________________
PATRICIA SPERA ALAN H. KEMPNER III
WITNESS: Trust U/A dated 9/13/1978
FBO Andrew G. Knafel, holder of
$340,341.50 principal amount of
Securities
/s/ ANNE HUNTER /s/ ANDREW G. KNAFEL
_______________________ _______________________________
ANNE HUNTER ANDREW G. KNAFEL
Trustee
WITNESS: Trust U/A dated 9/13/1978
FBO Douglas R. Knafel, holder
of $340,341.50 principal
amount of Securities
/s/ ANNE HUNTER /s/ ANDREW G. KNAFEL
_______________________ ______________________________
ANNE HUNTER ANDREW G. KNAFEL
Trustee