SECOND EXTENSION AGREEMENT
This Second Extension Agreement (hereinafter, the "Agreement") is made this
11th day of March, 1999 by and among:
FLEET BANK-N.H., a banking and trust company organized under the laws
of New Hampshire ("Fleet");
MELLON BANK, N.A., a national banking association ("Mellon"); and
IGI, INC., a Delaware corporation ("IGI"), IGEN, INC., a Delaware
corporation ("IGEN"); IMMUNOGENETICS, INC., a Delaware corporation
("Immunogenetics"); and BLOOD CELLS, INC., a Delaware corporation
("BCI").
Fleet and Mellon are hereinafter sometimes individually referred to as a
"Lender" and collectively referred to as the "Lenders", and IGI, IGEN,
Immunogenetics, BCI, and each of their subsidiaries as set forth on Exhibit "A"
annexed hereto and specifically incorporated by reference herein, are
hereinafter sometimes individually referred to as a "Borrower" and collectively
referred to as the "Borrowers".
BACKGROUND
Reference is made to certain Loan Arrangements (hereinafter, the "Loan
Arrangements") entered into by and between the Lenders and the Borrowers
evidenced by, among other things, the following documents, instruments, and
agreements (hereinafter, singly and collectively, as amended, the "Loan
Documents"):
(a) Fourth Amended and Restated Line of Credit Note dated September 30,
1997 in the original principal amount of $6,600,000.00 made by the Borrowers
payable to Fleet (the "Fleet Line of Credit Note");
(b) Fourth Amended and Restated Line of Credit Note dated September 30,
1997 in the original principal amount of $5,400,000.00 made by the Borrowers
payable to Mellon (the "Mellon Line of Credit Note");
(c) Third Amended and Restated Revolving Credit Note dated March 27, 1997
in the original principal amount of $6,171,428.40 made by the Borrowers payable
to Fleet (the "Fleet Term Note");
(d) Third Amended and Restated Revolving Credit Note dated March 27, 1997
in the original principal amount of $4,114,285.60 made by the Borrowers payable
to Mellon (the "Mellon Term Note");
(e) Second Amended and Restated Loan Agreement dated December 13, 1995 by
and among the Lenders and the Borrowers, as amended by a certain First Amendment
to Second Amended and Restated Loan Agreement dated March 27, 1996, a certain
Second Amendment to Second Amended and Restated Loan Agreement dated as of June
26, 1996, a certain Third Amendment to Second Amended and Restated Loan
Agreement dated August 13, 1996, a certain Fourth Amendment to Second Amended
and Restated Loan Agreement dated as of November 13, 1996, a certain Fifth
Amendment to Second Amended and Restated Loan Agreement dated March 27, 1997, a
certain Sixth Amendment to Second Amended and Restated Loan Agreement dated June
30, 1997, a certain Seventh Amendment to Second Amended and Restated Loan
Agreement dated July 31, 1997, and a certain Eighth Amendment to Second Amended
and Restated Loan Agreement dated as of September 30, 1997 (hereinafter, as
amended and in effect, the "Loan Agreement");
(f) A certain Security Agreement granted by, among others, IGI, IGEN and
Immunogenetics, in favor of Fleet dated December 20, 1990;
(g) A certain Security Agreement - Intellectual Property granted by, among
others, IGI, IGEN and Immunogenetics in favor of Fleet dated December 20, 1990;
(h) A certain Security Documents Modification Agreement entered into by,
among others, the Borrowers and the Lenders dated as of December 13, 1995;
(i) A certain Joinder, Assumption and Security Documents Modification
Agreement dated as of May 12, 1992 entered into by, among others, the Borrowers,
and Fleet;
(j) A certain Mortgage granted by Immunogenetics in favor of Fleet dated
December 20, 1990 encumbering certain property located in the borough of Buena,
Atlantic County, New Jersey;
(k) A certain Mortgage granted by Immunogenetics in favor of Fleet dated
May 12, 1992 encumbering certain property located in the township of Buena
Vista, Atlantic County, New Jersey;
(l) A certain Mortgage granted by Immunogenetics in favor of Fleet dated
December 20, 1990 encumbering certain property located in the city of Vineland,
Cumberland County, New Jersey;
(m) A certain Collateral Assignment of Lessee's Interest in Leases executed
by, among others, Immunogenetics in favor of Fleet dated December 20, 1990;
(n) A certain Stock Pledge Agreement executed by, among others, IGI and
IGEN in favor of Fleet dated December 20, 1990;
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(o) A certain Conditional Assignment of Contracts granted by, among others,
IGI, IGEN and Immunogenetics in favor of Fleet dated December 20, 1990;
(p) A certain Extension Agreement dated April 29, 1998 (the "Extension
Agreement") by and among the Lenders and the Borrowers; and
(q) A certain Forbearance Agreement dated August 19, 1998 (the "Forbearance
Agreement") by and among the Lenders and the Borrowers.
The Borrowers acknowledge and agree that the Lenders' agreement to forbear
as set forth in the Forbearance Agreement has terminated, and have requested
that the Lenders (i) extend the time for repayment of their entire outstanding
indebtedness under the Loan Documents until March 31, 2000, (ii) waive certain
existing defaults, and (iii) otherwise modify the existing Loan Documents. The
Lenders have agreed, but only upon the terms and conditions set forth herein.
Further, to the extent that the terms and conditions of the Extension Agreement
are inconsistent with the terms and conditions of this Agreement, the terms and
conditions of this Agreement shall supersede the conflicting terms of the
Extension Agreement.
Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed by and among
the Lenders and the Borrowers as follows:
ACKNOWLEDGMENT OF INDEBTEDNESS
1. (a) The Borrowers hereby acknowledge and agree that they are jointly and
severally liable to the Lenders for the following amounts which are outstanding
under the Loan Documents as of February 22, 1999:
Fleet Line of Credit Note:
Principal $6,600,000.00
Pay Rate(1) Interest 39,462.50
Accrual(2) $ 79,200.00
-------------
Subtotal $6,718,662.50
- ----------
(1) As defined in Paragraph 2, below.
(2) As defined in Paragraph 2, below.
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Mellon Line of Credit Note:
Principal $5,400,000.00
Pay Rate Interest 32,287.50
Accrual $ 64,800.00
-------------
Subtotal $5,497,087.50
Fleet Term Note:
Principal $3,994,285.20
Pay Rate Interest 23,882.50
Accrual $ 47,931.43
=============
Subtotal $4,066,099.13
Mellon Term Note:
Principal $2,662,856.80
Pay Rate Interest 15,921.67
Accrual $ 31,954.28
=============
Subtotal $2,710,732.75
TOTAL............................$18,992,581.88
(b) The Borrowers further acknowledge and agree that they are each jointly
and severally liable to the Lenders for all interest accruing under the Loan
Documents from and after February 22, 1999 (or January 31, 1999 as appropriate),
and for all late fees, costs, expenses, and costs of collection (including
attorneys' fees) heretofore or hereafter incurred by the Lenders in connection
herewith. (Hereinafter, all amounts due as set forth in this Paragraph 1 shall
be referred to collectively as the "Obligations").
REPAYMENT OF DEBT
2. (a) Fleet Line of Credit Note and Mellon Line of Credit Note.
(i) From and after the execution of this Agreement, on the 1st day of
each month, the Borrowers shall pay to the Lenders a monthly interest
payment equal to the accrued interest on the principal balance of the
Fleet Line of Credit Note and the Mellon Line of Credit Note,
calculated at a floating rate equal to the aggregate of Fleet's Prime
Rate (as such Prime Rate may be announced by Fleet from time to time)
plus 2.50% per annum (the "Pay Rate").
Additional interest, the "Accrual", has accrued, and shall
continue to accrue, on the principal balance of the Fleet Line of
Credit Note and the Mellon Line of Credit Note at a fixed rate of 3.0%
per annum (the "Accrual Rate"). The
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Accrual shall be due and payable by the Borrowers upon the earlier of
(x) satisfaction of the Obligations, in their entirety, or, (y) the
Termination Date.
(ii) Any amounts paid to cure the financial covenant default
pursuant to Paragraph 12(a)(iii) of the Extension Agreement, shall be
applied on a pro rata basis in reduction of the principal balance of
the Fleet Line of Credit Note and the Mellon Line of Credit Note.
(iii) At no time shall the combined principal balance of the
Fleet Line of Credit Note and the Mellon Line of Credit Note exceed
$12,000,000.00.
(iv) Upon receipt by the Lenders of each of the payments set
forth in Paragraph 2(b)(ii) below, as and when due, the interest rate
charged on the principal balances of the Fleet Line of Credit Note and
the Mellon Line of Credit Note shall be reduced by (x) 25 basis points
for the Pay Rate, and (y) 25 basis points for the Accrual Rate.
(b) Fleet Term Note and Mellon Term Note.
(i) From and after the execution of this Agreement, on the 1st
day of each month, the Borrowers shall pay to the Lenders a monthly
interest payment equal to the accrued interest on the principal
balance of the Fleet Term Note and the Mellon Term Note, calculated at
the Pay Rate.
Additional interest, the "Accrual", has accrued, and shall
continue to accrue, on the principal balance of the Fleet Term Note
and the Mellon Term Note at the Accrual Rate. The Accrual shall be due
and payable by the Borrowers upon the earlier of (x) satisfaction of
the Obligations, in their entirety, or, (y) the Termination Date.
(ii) The Borrowers shall pay to the Lenders the following amounts
on or before the following dates in collected funds to be applied by
the Lenders on a pro rata basis in reduction of the outstanding
indebtedness under the Fleet Term Note and the Mellon Term Note as
permanent reductions to the outstanding indebtedness thereunder:
Date: Amount
----- ------
August 31, 1999 $4,000,000.00
November 30, 1999 $2,000,000.00
Upon receipt by the Lenders of each of these payments as and when
required above, then (x) the interest rate charged upon the remaining
principal balances of the Fleet Term Note and the Mellon Term Note
shall be reduced by (A) 25 basis
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points for the Pay Rate, and (B) 25 basis points for the Accrual Rate,
and (y) the Lenders shall waive the portion of the Accrual equal to
the interest charges attributable to the amount of the principal
payment from August 1, 1998 through the date paid. (Ex. Upon receipt
of the $4,000,000.00 payment the Lenders shall waive the unpaid
interest on the $4,000,000.00 earned at 3% from August 1, 1998 through
the date of the payment).
(iii) Any amounts paid or prepaid on account of the Fleet Term
Note or the Mellon Term Note, whether pursuant to this Agreement or
otherwise, shall not be available for reborrowing.
(c) The entire balance of the Obligations, including, without limitation,
all principal, interest (accrued and hereafter accruing), costs and expenses,
and other charges due in connection therewith shall be paid in full by the
Borrowers on or before 5:00 P.M. eastern standard time on March 31, 2000, it
being expressly acknowledged and agreed that TIME IS OF THE ESSENCE.
VOLUNTARY PRINCIPAL PAYMENTS; WAIVER OF ACCRUED INTEREST
3. (a) Provided that there is no then existing Event of Default as set
forth in Paragraph 19, below, if the Borrowers shall make voluntary
extraordinary principal reductions in excess of the payments set forth in
Paragraph 2(b), above, as a consequence of fixed asset dispositions permitted by
the Lenders in writing, or otherwise, then: (i) such payments shall be applied,
on a pro rata basis, first to Fleet Term Note and the Mellon Term Note, and then
to the Fleet Line of Credit Note and the Mellon Line of Credit Note, as
permanent reductions which may not be reborrowed; (ii) for each $1,000,000.00
paid in principal reduction, the interest rate charged upon the remaining
Obligations shall be reduced by (x) 50 basis points for the Pay Rate, and (y)
100 basis points for the Accrual Rate (however, in no event shall Pay Rate be
reduced by more than 150 basis points, in the aggregate, nor shall the Accrual
Rate be reduced by more than 300 basis points, in the aggregate, as a
consequence of such mandatory and/or voluntary extraordinary principal payments
as set forth in Paragraphs 2(b) and 3, and (iii), provided such payment is made
on or before December 31, 1999, the Lenders shall waive the portion of the
Accrual equal to the interest charges attributable to the amount of the
principal payment from August 1, 1998 through the date paid.
(b) All payments of principal made prior to the payment in full of the
principal payments set forth in Paragraph 2(b)(ii) shall be applied first to the
payments required by Paragraph 2(b)(ii), before being applied to the Obligations
pursuant to this Paragraph.
COMMITMENT LETTER
4. On or before June 30, 1999, the Borrowers shall deliver a commitment
letter, or other evidence, reasonably acceptable to the Lenders, demonstrating a
commitment, subject only
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to documentation and no further contingencies of any kind, from a financial
institution, shareholder group, investor(s), or other entity to provide a
capital infusion (x) in an amount sufficient to satisfy the $4,000,000.00
principal payment required by Paragraph 2(b)(ii) above, and (y) to close on or
before August 31, 1999. The identity of the entity or individual providing the
capital, as well as all of terms and conditions of the proposed capital
infusion, must be reasonably acceptable to the Lenders. To the extent that such
funds are in the form of equity that may be converted to debt, or subordinated
debt, the Borrowers shall obtain whatever additional documents, instruments, and
agreements, including, without limitation, any subordination agreements, that
the Lenders may require in connection therewith.
EQUITY OR PERMITTED DEBT ISSUANCE; TAX REFUNDS
5. (a) In the event the Borrowers shall raise funds from the issuance of
either debt permitted by the Lenders and/or equity instruments, such funds will
be applied (i) first, on a pro rata basis in reduction of the outstanding
indebtedness under the Fleet Term Note and the Mellon Term Note; and (ii)
second, on a pro rata basis as permanent reductions to the outstanding
indebtedness under the Fleet Line of Credit Note and the Mellon Line of Credit
Note and shall permanently reduce the available credit thereunder by that
amount.
(b) In the event the Borrowers receive actual funds from any tax refund
(local, state, federal, or otherwise), the Borrowers shall immediately deliver
the same to the Lenders, in the identical form received and with all necessary
endorsements thereon, which funds will be applied (i) first, on a pro rata basis
in reduction of the outstanding indebtedness under the Fleet Term Note and the
Mellon Term Note; and (ii) second, on a pro rata basis as permanent reductions
to the outstanding indebtedness under the Fleet Line of Credit Note and the
Mellon Line of Credit Note and shall permanently reduce the available credit
thereunder by that amount.
CASH MANAGEMENT; DEPOSITORY ACCOUNTS; PAYMENTS
6. (a) The Borrowers shall continue to maintain their corporate depository
bank accounts with Fleet as required by the Loan Agreement. The Borrowers
further acknowledge and agree that no overdrafts in any of their demand deposit
accounts shall be permitted.
(b) Until further notice from the Lenders, all payments required under this
Agreement shall be made as and when due to Fleet's address set forth below in
Paragraph 22. All receivables collected by the Borrowers shall be deposited into
the Borrowers' account with Fleet, Account No. 099-0059-160 (the "General
Account"). Any and all funds deposited in the Borrowers' existing lock box
account at Fleet shall be transferred to the General Account on a daily basis.
Until the occurrence of an Event of Default as defined in Paragraph 19 below,
all funds in the General Account shall be available to the Borrowers, subject to
Fleet's usual and customary rules and procedures regarding uncollected funds, to
pay their regular and ordinary business expenses.
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(c) Any payments due under this Agreement, or costs and expenses incurred
by the Lenders which are reimbursable under this Agreement, may be debited by
Fleet from the General Account without any further instruction or authorization
of the Borrowers.
WAIVER OF DEFAULTS
7. The Lenders hereby waive the following specific defaults which have
occurred under the terms and conditions of the Extension Agreement prior to the
execution of this Agreement:
(a) Section 2(b)(ii) -$500,000.00 and $200,000.00 principal payments due on
July 15, 1998 and August 15, 1998 not paid;
(b) Section 12(a) - Minimum Eligible Accounts and Minimum Eligible
Inventory levels not met;
(c) Sections 12(b)-Minimum Fixed Charge Coverage Ratio of 1.00 to 1.00 not
met;
(d) Section 12(c) -Minimum Net Worth not met;
(e) Section 13(d) -Submission of final, original, audited financial
statements for fiscal year ended December 31, 1997, together with certified
public accountant's unqualified opinion and management letter not delivered
by May 15, 1998 and without material adverse change from the 1997 draft
financial statement previously delivered to the Lenders;
(f) Section 13(e) - Rolling thirteen week Cash Flow Forecast not met;
(g) Section 13(f) -Business Plan/Refinancing not met; and
(h) Section 15 -Additional Documents (failure to obtain foreign credit
insurance on behalf of Lenders or failure to coordinate arrangement to
factor receivables by May 31, 1998.
Additionally, the Lenders hereby waive any defaults which have occurred
under Section 6.10 of the Loan Agreement.
The above-listed defaults constitute all of the defaults known to the
Borrowers or the Lenders. However, nothing contained in this Paragraph 7 is
intended to be, nor shall it be construed as, a waiver of any default or Event
of Default occurring or continuing after the execution of this Agreement, or of
any other default or Event of Default, other than the specific defaults
referenced above.
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INVESTMENT BANKER
8. The Borrowers have retained, and shall continue to retain, Berwind
Financial Group, L.P., or some other nationally-recognized investment banker
acceptable to the Lenders in their reasonable discretion (the "Investment
Banker"), for the purpose of formulating alternative business strategies on
behalf of the Borrowers and to coordinate the orderly satisfaction of the
Obligations. The Investment Banker shall furnish the Lenders with monthly
written progress reports and periodic verbal reports commencing on February 23,
1999 and continuing on the last Tuesday of each month during the term of this
Agreement.
WARRANTS
9. Grant. In addition to the Warrants (the "Existing Warrants") granted to
the Lenders under the Extension Agreement (which Existing Warrants are no longer
conditional and may be exercised by the Lenders at any time at a strike price of
$3.50), upon the execution of this Agreement, IGI, Inc. shall, in consideration
for the extension and other accommodations provided by the Lenders under this
Agreement, grant to the Lenders, and their respective successors and assigns,
stand-alone warrants (collectively, the "New Warrants"), the terms of which
shall be in conformance with the provisions of this Paragraph 9 and which shall
be in a form acceptable, in all respects, to the Lenders in their reasonable
discretion, exercisable for shares of IGI, Inc. common stock, as follows:
As to Fleet: Two Warrants, one for 150,000 shares (the "New Fleet
Unconditional Warrant") and one for 150,000 shares (the "New Fleet Conditional
Warrant")
As to Mellon: Two Warrants, one for 120,000 shares (the "New Mellon
Unconditional Warrant," and, together with the Fleet Unconditional Warrant, the
"New Unconditional Warrants") and one for 120,000 shares (the "New Mellon
Conditional Warrant," and, together with the Fleet Conditional Warrant, the "New
Conditional Warrants").
Exercise Price. The exercise price for the New Warrants shall be $2.00 per
common share (subject to customary adjustments). In addition to other customary
warrant provisions, the New Warrants shall each contain "cashless" exercise
provisions and anti-dilution provisions.
Exercise Period.
(a) New Unconditional Warrants. The New Unconditional Warrants
will be exercisable at any time during the period commencing sixty
(60) days after issuance and ending on October 1, 2004.
(b) Conditional Warrants. The New Conditional Warrants will be
exercisable during the period commencing September 30, 1999, and
ending on October 1, 2004, unless, by 5:00 PM, Boston time, on
September 30, 1999, either (a) all Obligations of the Borrowers to the
Lenders shall have been paid in full, in which case the New
Conditional
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Warrants shall expire, or (b) the Borrowers have delivered an
acceptable commitment letter, subject only to documentation and no
further contingencies of any kind, from a financial institution
acceptable to the Lenders, contemplating a full refinance of the
existing obligations which contemplates a closing within thirty (30)
days, in which case the New Conditional Warrants exercise start date
shall be extended to October 30, 1999; provided, however, if all
Obligations of the Borrowers to the Lenders have been paid in full on
or before such extended start date, the New Conditional Warrants shall
expire upon such payment.
(c) Acceleration of Exercise Start Dates. Notwithstanding the
foregoing, the New Unconditional Warrants and the New Conditional
Warrants shall become immediately exercisable upon the occurrence of
an Event of Default, or the exercise by IGI, Inc. of the call option
for the issuable shares under such Warrant described below (to afford
the Lenders the opportunity to exercise the subject Warrant before the
call option closing).
Call Option. IGI, Inc. shall have a call option on the New Warrants,
subject to the following terms:
(a) The option may only be exercised as to all, and not less than
all, of the shares issuable at such time under the subject Warrant,
and shall not cover issued shares (or shares pending issuance).
(b) The option may be exercised as to a subject Warrant at any
time up to the time that the Lender exercises its rights under the
subject Warrant.
(c) The repurchase price (subject to customary adjustments based
upon the operation of the anti-dilution provisions of the New
Warrants) will be (i) $500,000 for the 150,000 shares issuable under
the New Fleet Unconditional Warrant; (ii) $500,000 for the 150,000
shares issuable under the New Fleet Conditional Warrant; (iii)
$400,000 for the 120,000 shares issuable under the New Mellon
Unconditional Warrant; and (iv) $400,000 for the 120,000 shares
issuable under the New Mellon Conditional Warrant. In the event that
the number of shares issuable under a Warrant at the time of a call
exercise is less than the number of shares initially issuable
thereunder due to an exercise thereunder or a transfer, the repurchase
price will be proportionately adjusted.
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Registration Rights. The Lenders acknowledge that the shares issuable upon
the exercise of the New Warrants (when issued, the "Warrant Shares") will be
"restricted securities" within the meaning of Rule 144 of the Securities Act of
1933, as amended (the "Securities Act"). IGI, Inc. will use its best efforts to,
as soon as practicable following the exercise of any of the New Warrants but in
no event less that 180 days from the actual exercise date, (a) to file an
appropriate registration statement under the Securities Act for the resale of
the Warrant Shares by the Lenders, and (b) to cause such registration statement
(which shall specifically permit sales either thereunder or under Rule 144 if it
becomes available at any time during the period such registration statement is
effective) to become effective, and to keep such registration statement
effective until the earlier of (i) the resale of all of the Warrant Shares by
the Lenders; or (ii) the later of (as may be applicable) (A) 120 days from the
initial effective date of such registration statement; (B) the date which is one
year from the date the New Warrants are issued to the Lenders; and (C) the date
as of which the resale of all of the Warrant Shares has been permissible under
Rule 144 for a continuous 120 day period without regard to the volume
limitations set forth in Rule 144(e) and assuming only for purposes of
determining permissibility under this clause (C) (regardless of whether the New
Warrants are exercised in a cashless exercise) that all New Warrants were
exercised in full in cashless exercises as of the respective dates when such New
Warrants were first exercisable. IGI, Inc. will also use its best efforts to at
all times while the New Warrants or Warrant Shares are held by the Lenders to
comply with the current public information conditions of Rule 144(c).
IGI, Inc. has informed the Lenders that IGI, Inc. is ineligible to utilize
a Form S-3 registration statement until a date on or about October 1, 1999.
Accordingly, notwithstanding the terms of the preceding paragraph, IGI, Inc.
shall have no obligation to file a registration statement until the earlier of
(x) October 1, 1999, or (y) such earlier date at which IGI, Inc. is eligible to
file a registration statement on Form S-3.
The Lenders will also be granted "piggy-back" registration rights for as
long as they own Warrant Shares.
IGI, Inc. agrees to list the Warrant Shares on the NASDAQ/American Stock
Exchange within six months of any exercise under a New Warrant or New Warrants.
Return of Warrants. If the Borrowers pay all of the Obligations in full on
or before June 30, 1999, the Lenders shall return the following Existing
Warrants to the Borrowers:
(a) One Warrant for 150,000 shares defined in the Extension
Agreement as the "Fleet Conditional Warrant", which shares have a
strike price of $3.50; and
(b) One Warrant for 120,000 shares defined in the Extension
Agreement as the "Mellon Conditional Warrant", which shares have a
strike price of $3.50.
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Waiver of Anti-Dilution Provisions of Existing Warrants. In connection with
the issuance of the New Warrants, the Lenders hereby irrevocably waive all
rights to adjustment to the exercise price of the Existing Warrants, and any
correlative adjustment to the number of Warrant Shares (as defined in the
Existing Warrants) issuable upon exercise of the Existing Warrants, as set forth
in Section 3 of the Existing Warrants, as a result of the issuance of the New
Warrants or the issuance of Warrant Shares upon exercise of such New Warrants.
EXTENSION FEE
10. In consideration of the Lenders' agreement to enter into this
Agreement, the Borrowers shall pay to Fleet, as agent on behalf of the Lenders,
an extension fee (the "Extension Fee") in the sum of $350,000.00 by bank
cashiers' check, certified check, federal funds wire transfer, or direct debit
from the General Account or the Collection Account as follows:
(a) $50,000.00 on or before the execution of this Agreement;
(b) $60,000.00 on or before May 31, 1999;
(c) $70,000.00 on or before August 31, 1999;
(d) $80,000.00 on or before November 30, 1999; and
(e) $90,000.00 on or before February 24, 2000.
Each portion of the Extension Fee shall be fully earned as of the date of this
Agreement and shall be distributed upon receipt by Fleet to the Lenders on a pro
rata basis as a fee and not applied to the Obligations.
Notwithstanding the foregoing, if the Lenders receive payment in full of
all of the Obligations, then the Lenders' shall waive any portion of the
extension fee which becomes payable after the date the Lenders receive payment
in full.
AGENT'S FEE
11. In consideration of Fleet's agreement to enter into this Agreement and
to continue to administer the Loan Arrangements as agent on behalf of the
Lenders, the Borrowers shall pay to Fleet a monthly $5,000.00 agent's fee,
commencing upon the execution of this Agreement and continuing on the 1st day of
each month thereafter. The agent's fee for each month shall be fully earned as
of the 1st day of that month, and shall be retained by Fleet as a fee and shall
not be applied in reduction of the Obligations.
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FINANCIAL COVENANTS
12. In addition to all other covenants contained in the Loan Documents,
during the term of this Agreement, the Borrowers shall at all times comply with
the following covenants:
(a) Minimum Eligible Accounts Receivable and Minimum Eligible Inventory:
The Borrowers shall maintain, at month end, combined "Minimum Eligible Accounts
Receivable" and "Minimum Eligible Inventory" of $9,750,000.00.
(i) "Minimum Eligible Accounts Receivable" shall include both
"Eligible Domestic Accounts Receivable" and "Eligible Foreign Accounts
Receivable". "Eligible Domestic Accounts Receivable" shall mean
invoices for domestic shipments and services less than ninety (90)
days old and otherwise reasonably acceptable to the Lenders. "Eligible
Foreign Accounts Receivable" shall mean invoices for international
shipments and services not more than sixty (60) days past due and
otherwise reasonably acceptable to the Lenders.
(ii) "Eligible Inventory" shall mean the lesser of (x)
$6,000,000.00 or (y) gross inventory calculated on a FIFO basis less
(a)work-in-process, (b) cartons, labels, and obsolescence reserves and
(c) any other reserves reasonably deemed necessary by the Lenders.
Until further notice from Fleet on behalf of the Lenders, the portion
of work-in-process inventory consisting of completed products which
has passed all quality assurance tests, and only awaits packaging and
labeling, may be included in the calculation of "Eligible Inventory".
(iii) The Borrowers may, within forty-eight (48) hours of actual
knowledge of any violation under this covenant, cure such violation by
either, or combination, of the following methods:
(1) Paying to the Lenders an amount sufficient to reduce the
aggregate balance of the Fleet Line of Credit Note and the Mellon
Line of Credit Note by an amount equal to (x) $9,750,000.00 minus
(y) the sum of Eligible Domestic Accounts Receivable, plus
Eligible Foreign Accounts Receivable, plus Eligible Inventory,
plus (z) amounts previously paid by the Borrowers under this
subsection only in the event there shall exist a further decrease
from the collateral level most recently reported. Said amounts
may be reborrowed provided that the Borrowers remain in
compliance with the terms and conditions of this Agreement, and
the combined Minimum Eligible Accounts Receivable and Minimum
Eligible Inventory totals at least $9,750,000.00; or
(2) Providing the Lenders with (x) a covenant compliance
certificate in the form of Exhibit C, demonstrating the
Borrowers'
13
compliance with each of the covenants contained in Paragraph 12,
and (y) documentary evidence, including, without limitation, all
invoices for new shipments and services, demonstrating the
increase in the Borrowers' Eligible Accounts Receivable and
Eligible Inventory to the required collateral level.
(b) Minimum Net Worth: The Borrowers shall maintain, at all times, a
minimum "Net Worth" (as defined in accordance with generally accepted accounting
principles) of no less than $4,200,000.00. In addition, the Borrowers shall
maintain a Minimum Net Worth of no less than the following amounts on the dates
set forth below:
Dates Amount
----- ------
3/31/99 $5,405,000.00
6/30/99 $5,019,000.00
9/30/99 $4,769,000.00
12/31/99 $4,718,000.00
3/31/00 $4,451,000.00
(c) Maximum Capital Expenditures: For the period from January 1, 1999
through December 31, 1999, the Borrower shall not incur consolidated Capital
Expenditures (as defined in accordance with generally accepted accounting
principles) in excess of the aggregate amount $2,000,000.00, and no more than
the following amounts for each of the following periods:
Dates Amount
----- ------
1/1/99 through 3/31/99 $500,000.00
4/1/99 through 6/30/99 $500,000.00
7/1/99 through 9/30/99 $500,000.00
10/1/99 through 12/31/99 $500,000.00
In addition, for the period commencing January 1, 2000 through and including
March 31, 2000, the Borrowers shall not incur consolidated Capital Expenditures
in excess of $250,000.00. The Borrowers may obtain lease facilities and/or
purchase money financing to fund the above referenced Capital Expenditures.
(d) Cash Flow: The Borrowers shall, as of the end of each period set forth
below, maintain consolidated cumulative EBITDA (as defined in accordance with
generally accepted accounting principles) of no less than the following amounts:
Dates: Amounts:
------ --------
1/1/99 through 3/31/99 $253,000.00
1/1/99 through 6/30/99 $877,000.00
14
1/1/99 through 9/30/99 $1,586,000.00
1/1/99 through 12/31/99 $2,550,000.00
1/1/00 through 3/31/00 $ 633,000.00
(e) Dividends: The Borrowers shall not pay dividends, or make other
distributions of any kind, nature, or manner to any party without the prior
written consent of Fleet on behalf of the Lenders.
(f) Additional Indebtedness/Liens: The Borrowers shall not incur any
additional indebtedness from and after the date of this Agreement other than (i)
in connection with the ordinary course of their business, or (ii) as set forth
in Paragraph 12(c) above, nor shall the Borrowers grant or permit any lien or
other encumbrance to exist or be placed upon any of their assets, except as
approved by the Lenders in writing.
(g) Year 2000 Compliance. The Borrowers will be "Year 2000 Compliant" by
September 30, 1999. As used herein"Year 2000 Compliant" means, with respect to
the Borrowers and/or their suppliers, vendors, and customers, that all software,
embedded microchips, and other processing capabilities utilized by, and material
to the business operations or financial condition of, such entity are able to
interpret and manipulate data on and involving all calendar dates correctly, and
without causing any abnormal ending scenario, including, without limitation, in
relation to dates on or after January 1, 2000. Such compliance will be evidenced
by a publicly issued statement by the Borrowers to the Securities and Exchange
Commission ("SEC"), with a copy delivered to each of the Lenders.
FINANCIAL REPORTING
13. In addition to all other reporting requirements contained in the Loan
Documents, the Borrowers shall also furnish to the Lenders the following:
(a) Accounts Receivable Agings and Borrowing Base Certificate: The
Borrowers shall submit to each of the Lenders on Wednesday of each week both (i)
Domestic and Foreign Accounts Receivable Agings and (ii) a certificate in the
form of Exhibit B annexed hereto and specifically incorporated by reference
herein and setting forth the Borrowers' compliance with Paragraph 12(a), above,
each of which (i) and (ii) shall be dated as of the last day of the immediately
preceding week. In connection with the provision of the Accounts Receivable
Agings contemplated herein, the Borrowers shall include a detailed calculation
of (x) the total value of the otherwise eligible domestic accounts receivable
wherein fifty (50%) percent or more of an individual customer accounts account
balances are in excess of ninety (90) days from the invoice date and (y) the
total value of otherwise eligible foreign accounts receivable wherein fifty
(50%) percent or more of an individual customer account balances are more than
sixty (60) days past due.
15
(b) Inventory Report: The Borrowers shall submit to each of the Lenders by
the 15th of each month, a detailed inventory report dated as of the last day of
the immediately preceding month; and
(c) Monthly Financial Statements: The Borrowers shall submit to each of the
Lenders, within forty-five (45) days of the close of a calendar month, a
consolidated and consolidating statement of profit or loss, cash flow and
balance sheet for the immediately preceding month and year-to-date period.
Simultaneously with the furnishing of such financial information, the Borrowers
shall submit to each of the Lenders, a reconciliation analysis of the actual
monthly and year-to-date results compared to the projected results set forth in
the "IGI, Inc. Operating Plan Year 1999" dated January 5, 1999, and amended by
an IGI, Inc. Bank Covenant Budget dated March 5, 1999 (the "Operating Plan"),
together with a detailed explanation of any and all material variances.
(d) Financial Statements: The Borrowers shall deliver final original copies
of audited financial statements, together with their certified public
accountant's unqualified opinion and management letter for the fiscal year
ending December 31, 1998 to each of the Lenders on or before March 31, 1999. The
final, original audited financial statements shall be in form and substance
without material adverse deviation from the draft financial statements
previously delivered to the Lenders. Further, the unqualified opinion shall not
(i) disclaim the auditor's obligation to address the so called "Yk2" or "Year
2000 Risk" issue as it relates to the Borrower's liabilities or contingent
liabilities, and (ii) be qualified as to the Borrower's possible failure to take
all appropriate steps to successfully address the so called "Yk2" issue.
(e) Cash Flow Reports: The Borrowers shall submit to each of the Lenders,
by the fifteenth (15) day of each month, a consolidated summary of the actual
cash flow results of the Borrowers for the preceding month. In addition, the
Borrowers shall submit, with the Monthly Financial Statements set forth in
sub-paragraph (c) above, detailed consolidated cash flow statements for the
Borrowers comparing the actual cash flow for the preceding month with the
projected results set forth in Operating Plan. In addition to the cash flow
statements, the Borrowers shall submit a narrative description detailing the
variances between the actual results with the projected results set forth in the
Operating Plan.
(f) Certifications: All such financial reporting shall be certified (to the
best knowledge and belief of the certifying officer) both as to the accuracy and
compliance with required covenants by IGI's Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, or Treasurer. Any such certification
shall be deemed to have been made on behalf of each of the Borrowers.
ADDITIONAL DOCUMENTS
14. Upon the execution of this Agreement, and at any time thereafter, the
Borrowers shall also execute and deliver to the Lenders such additional
documentation as the Lenders in
16
their discretion may reasonably require in order to grant and/or perfect the
Lenders' security interest in all assets of the Borrowers, including, without
limitation, all (i) motor vehicles, (ii) intellectual property including,
without limitation, all patents and/or trademarks, and (iii) license agreements.
The Borrowers represent that all locations where inventory is located and all
patents or other intellectual property in which the Borrowers have an interest
are listed, respectively, on Exhibit "D" and Exhibit "E" each as annexed hereto
and specifically incorporated by reference herein.
COMPLIANCE CERTIFICATE
15. Upon or before the execution of this Agreement, and within forty five
(45) days of each month end during the term of this Agreement, the Borrowers
shall deliver to each of the Lenders, a covenant compliance certificate in the
form of Exhibit C setting forth the Borrowers' compliance with each of the
financial covenants referenced in Paragraph 12, above.
APPRAISALS; FIELD EXAMINATIONS; LENDERS' FINANCIAL CONSULTANT
16. (a) The Borrowers agree to cooperate with the Lenders to enable the
Lenders to obtain updated appraisals of all real estate and personal property
owned by the Borrowers and to conduct independent field examinations of the
Borrowers' books and records which cooperation shall include, without
limitation, providing the Lenders and/or their appraisers, examiners and/or
other representatives, reasonable access to such property and shall make
available such financial and/or other information regarding the property, books
and records, and other assets of the Borrowers as may be reasonably requested by
the Lenders in their discretion. The Borrowers shall reimburse the Lenders for
all reasonable out of pocket costs and expenses of independent third parties
incurred by the Lenders in connection with such appraisals and field
examinations.
(b) The Borrowers agree that the Lenders may continue to retain a financial
consultant to act on behalf of the Lenders for the purpose of assessing the
status of the business operations of the Borrowers and analyzing the Borrowers'
current and future plans and business operations, and their effect on the
ability of the Borrowers to satisfy the Obligations. The Borrowers agree to
cooperate with any such financial consultant and agree to reimburse the Lenders
for all reasonable fees and expenses incurred by the Lenders in connection with
the retention of such financial consultant.
WAIVER OF CLAIMS
17. The Borrowers hereby acknowledge and agree that they have no offsets,
defenses, claims, or counterclaims against the Lenders or the Lenders' officers,
directors, employees, attorneys, representatives, predecessors, affiliates,
successors, and assigns with respect to the Obligations, or otherwise, and that
if the Borrowers now have, or ever did have, any offsets, defenses, claims, or
counterclaims against the Lenders or the Lenders' officers, directors,
17
employees, attorneys, representatives, predecessors, affiliates, successors, and
assigns, whether known or unknown, at law or in equity, from the beginning of
the world through this date and through the time of execution of this Agreement,
all of them are hereby expressly WAIVED, and the Borrowers each hereby RELEASE
the Lenders and the Lenders' officers, directors, employees, attorneys,
representatives, predecessors, affiliates, successors, and assigns from any
liability therefor, to the extent allowed by applicable laws.
RATIFICATION OF LOAN DOCUMENTS; FURTHER ASSURANCES
18. (a) The Borrowers hereby ratify, confirm, and reaffirm all and singular
the terms and conditions of the Loan Documents, and specifically ratify,
confirm, and reaffirm their authority to execute same. The Borrowers further
acknowledge and agree that, except as specifically modified in this Agreement,
all terms and conditions of those documents, instruments, and agreements shall
remain in full force and effect.
(b) The Borrowers shall, from and after the execution of this Agreement,
execute and deliver to the Lenders whatever additional documents, instruments,
and agreements that the Lenders may reasonably require in order to vest or
perfect the Loan Documents and the collateral granted therein more securely in
the Lenders and to otherwise give effect to the terms and conditions of this
Agreement, including, without limitation, a complete amendment and restatement
of the Loan Documents within thirty (30) days of any request by the Lenders for
any such additional documentation.
EVENTS OF DEFAULT
19. The occurrence of any one or more of the following events shall
constitute an event of default (hereinafter, an "Event of Default") under this
Agreement:
(a) The failure of the Borrowers to pay or deposit any amounts due
hereunder or under any of the Loan Documents as and when due;
(b) The failure of the Borrowers to comply with any other term or
condition of this Agreement (which default, other than a default under
Paragraph 12(a), may be cured within three (3) days in connection with any
non-monetary default capable of being cured);
(c) The filing of a petition for relief by or against any one or more
of the Borrowers under the United States Bankruptcy Code;
(d) The existence or issuance of any directive or action by either the
United States Department of Agriculture or Office of the Inspector General
of the United States, or any other governing body, which materially
adversely impact the Borrowers' ability to manufacture, sell, or ship
products, or otherwise have a Material Adverse Effect (defined below) on
the Borrowers' financial condition or with the passage of time could have a
material adverse impact
18
on the Borrowers' financial condition, assets, operating status, or
projected financial condition. For the purposes of this Agreement,
"Material Adverse Effect" shall be defined as any material adverse effect
on the Borrowers' financial condition, assets, operating status or
projected financial condition or any fact or circumstance that, singly or
in the aggregate with any fact or circumstance, has a reasonable likelihood
of resulting in or leading to the inability of the Borrowers to perform in
any material respect their obligations under this Agreement or under any
Loan Document or the inability of Agent and/or Lenders to enforce in any
material respect the rights purported to be granted to them under this
Agreement or any Loan Document or which have a reasonable likelihood of
having a material adverse effect on the ability of the Borrowers to
effectuate (including hindering or unduly delaying) the transactions
contemplated by this Agreement and the loan Documents on the terms
contemplated hereby and thereby.
(e) The occurrence of any further event of default under, and as defined
in, any of the Loan Documents.
RIGHTS UPON DEFAULT
20. Upon the occurrence of any Event of Default:
(a) All Obligations shall become immediately due and payable in full,
without demand, notice, or protest, all of which are hereby expressly
WAIVED.
(b) The Lenders may immediately commence enforcing their rights and
remedies pursuant to the Loan Documents and otherwise.
(c) Interest shall accrue on the outstanding principal balance of the
Obligations at the default rate of interest set forth in the Loan
Documents.
(d) Any waiver of the Accrual under Paragraphs 2(b)(ii) or 3(a) shall
be void, and the full amount of the Accrual shall be due and payable in
full.
(e) The agreement of the Lenders contained in Paragraph 9 to return
certain of the Existing Warrants shall be void, and of no further force and
effect.
Notwithstanding the occurrence of any Event of Default, if the Borrowers
pay all Obligations in full, then the Borrowers shall retain the benefits of
prepayment set forth in Paragraphs 2(b)(ii), 3(a), 9, and 10, provided that the
ability of the Borrowers to obtain such benefits has not terminated or expired
under the terms and conditions of those Paragraphs.
REIMBURSEMENT OF COSTS AND EXPENSES
21. Upon the execution of this Agreement, the Borrowers shall pay to the
Lenders an amount equal to any and all reasonable attorneys' fees and expenses
incurred in connection with
19
this matter through the date of this Agreement. In addition, upon Demand, or
upon the occurrence of any Event of Default, as defined in Paragraph 19, above,
the Borrowers shall reimburse the Lenders for any and all reasonable costs and
expenses, including, without limitation, all reasonable costs, expenses and fees
of all accountants, appraisers, auditors and other representatives of the
Lenders, and costs of collection (including attorneys' fees) hereafter incurred
by the Lenders in connection with the clarification, modification, protection,
preservation, and enforcement by the Lenders of their rights and remedies.
NOTICES
22. Any notices required to be sent to the Lenders and the Borrowers shall
be forwarded via recognized overnight courier, addressed as follows:
If to the Lenders: Fleet National Bank
40 Westminster Street
Mail Code: RI OP TO5A
Providence, Rhode Island 02901
Attn: Mr. Daniel D. Butler, Vice President
Telephone: (401) 459-4678
Fax: (401) 459-4963
With a copy to: Steven T. Greene, Esquire
Riemer & Braunstein
Three Center Plaza
Boston, Massachusetts 02108
Telephone: (617) 523-9000
Fax: (617) 723-6831
Mellon Bank
Mellon Bank Center
1735 Market Street, P.O. Box 7899
Philadelphia, PA 19101-7899
Telephone: 215-553-2043
Fax: 215-553-4560
Attn: Walter J. Letts
Vice President
With a copy to: Peter Leibundgut, Esquire
Blank, Rome and Comisky
Woodland Falls Corporate Park
210 Lake Drive East
Cherry Hill, New Jersey 08002
Telephone: 609-779-3644
Fax: 609-779-7647
20
If to the Borrowers: IGI, Inc.
IGEN, Inc.
Immunogenetics, Inc.
Blood Cells, Inc.
Wheat Road and Lincoln Avenue
Buena, New Jersey 08310
Attn: John F. Wall, CFO
Telephone: (609) 697-1441
Fax: (609) 697-1001
With a copy to: Paul Brountas, Esquire
Hale and Dorr, LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Fax: (617)526-5000
WAIVERS
23. Non-Interference. From and after the occurrence of any Event of
Default, the Borrowers agree not to interfere with the exercise by the Lenders
of any of their rights and remedies. The Borrowers further agree that they shall
not seek to distrain or otherwise hinder, delay, or impair the Lenders' lawful
efforts to realize upon the Collateral, or otherwise to enforce their rights and
remedies pursuant to the Loan Documents. This provision shall be specifically
enforceable by the Lenders.
24. Automatic Stay. The Borrowers agree that upon the filing of any
Petition for Relief by or against any one or more of the Borrowers under the
United States Bankruptcy Code, the Lenders shall be entitled to file a motion
for immediate and complete relief from the automatic stay, and the Lenders shall
be permitted to proceed to protect and enforce their rights and remedies under
applicable law.
25. Jury Trial. The Borrowers hereby make the following waiver knowingly,
voluntarily, and intentionally, and understand that the Lenders, in entering
into this Agreement or making any financial accommodations to the Borrowers,
whether now or in the future, are relying on such waiver: TO THE EXTENT ALLOWED
BY APPLICABLE LAW, THE BORROWERS HEREBY IRREVOCABLY WAIVE ANY PRESENT OR FUTURE
RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE LENDERS
BECOME A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE
LENDERS OR IN WHICH THE LENDERS ARE JOINED AS A PARTY LITIGANT), WHICH CASE OR
CONTROVERSY ARISES OUT
21
OF, OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN THE BORROWERS, OR ANY OTHER
PERSON, AND THE LENDERS.
ENTIRE AGREEMENT
26. This Agreement shall be binding upon the Borrowers and the Borrowers'
officers, directors, employees, representatives, successors, and assigns, and
shall inure to the benefit of the Lenders and the Lenders' successors and
assigns. This Agreement and the Loan Documents and all documents, instruments,
and agreements executed in connection herewith or therewith incorporate all of
the discussions and negotiations between the Borrowers and the Lenders, either
expressed or implied, concerning the matters included herein and in such other
documents, instruments and agreements, any statute, custom, or usage to the
contrary notwithstanding. No such discussions or negotiations shall limit,
modify, or otherwise affect the provisions hereof. No modification, amendment,
or waiver of any provision of this Agreement, or any provision of any other
document, instrument, or agreement between the Borrowers and the Lenders shall
be effective unless executed in writing by the party to be charged with such
modification, amendment, or waiver, and if such party be the Lenders, then by a
duly authorized officer thereof.
CONSTRUCTION OF AGREEMENT
27. (a) This Agreement and all other documents, instruments, and agreements
incidental hereto and all rights and obligations hereunder and thereunder,
including matters of construction, validity, and performance, shall be governed
by and construed in accordance with the law of the State of New Hampshire and
are intended to take effect as sealed instruments. The Borrowers hereby consent
to the jurisdiction of the Courts of the State of New Hampshire for all purposes
with respect to this Agreement and the Obligations. The captions of this
Agreement are for convenience purposes only, and shall not be used in construing
the intent of the Lenders and the Borrowers under this Agreement. In the event
of any inconsistency between the provisions of this Agreement and any other
document, instruments, or agreement entered into by and between the Lenders and
the Borrowers, including the Extension Agreement, the provisions of this
Agreement shall govern and control.
(b) The Borrowers further acknowledge and agree that the Lenders and the
Borrowers have prepared this Agreement and all documents, instruments, and
agreements incidental hereto and with the aid and assistance of their respective
counsel. Accordingly, when interpreting this Agreement and all such other
documents, instruments, and agreements, each of them shall be deemed to have
been drafted by the Lenders and the Borrowers and shall not be construed against
either the Lenders or the Borrowers.
22
ILLEGALITY OR UNENFORCEABILITY
28. Any determination that any provision or application of this Agreement
is invalid, illegal, or unenforceable in any respect, or in any instance, shall
not effect the validity, legality, or enforceability of any such provision in
any other instance, or the validity, legality, or enforceability of any other
provision of this Agreement.
COMPREHENSIVE AGREEMENT
29. The Borrowers warrant and represent to the Lenders that the Borrowers:
(i) have read and understand all of the terms and conditions of this Agreement,
(ii) intend to be bound by the terms and conditions of this Agreement, (iii) are
executing this Agreement freely and voluntarily, without duress, after
consultation with independent counsel of their own selection.
IN WITNESS WHEREOF, this Agreement has been executed this ____ day of
March, 1999.
FLEET BANK-N.H. IGI, INC.
By: /s/ Fred H. Manning By: /s/ Edward B. Hager
------------------------- -------------------------
Title: Senior Vice President Title:
MELLON BANK IGEN, INC.
By: /s/ Walter Letts By: /s/ George P. Warren, Jr.
------------------------- -------------------------
Title: Vice President Title: Assistant Secretary
IMMUNOGENETICS, INC.
By: /s/ Edward B. Hager
--------------------------
Title: Chairman and Chief
Executive Officer
BLOOD CELLS, INC.
By: /s/ Edward B. Hager
--------------------------
Title: Chairman and Chief
Executive Officer
23
STATE OF RHODE ISLAND
County of Providence, ss March 11, 1999
Then personally appeared the above named Fred H. Manning, the Sr. Vice
President of Fleet Bank- N.H. and acknowledged the foregoing to be the free act
and deed of Fleet Bank- N.H., before me,
/s/ Jane A. Martin
---------------------------------
Notary Public Jane A. Martin
My Commission Expires: 2/12/02
STATE OF PENNSYLVANIA
______________, ss March 9, 1999
Then personally appeared the above named Walter Letts, the Vice President
of Mellon Bank, N.A. and acknowledged the foregoing to be the free act and deed
of Mellon Bank, N.A., before me,
/s/ Yolanda D. Arnold
---------------------------------
Notary Public Yolanda D. Arnold
My Commission Expires: 3/13/00
STATE OF NEW JERSEY
_____________, ss March 10, 1999
Then personally appeared the above named Edward B. Hager, the Chairman of
IGI, Inc. and acknowledged the foregoing to be the free act and deed of IGI,
Inc., before me,
/s/ Theresa R. Dematte
---------------------------------
Notary Public Theresa R. Dematte
My Commission Expires: 5/24/00
24
STATE OF DELAWARE
County of Newcastle, ss March 10, 1999
Then personally appeared the above named George P. Warren, Jr. , the Asst.
Secretary of IGEN, Inc. and acknowledged the foregoing to be the free act and
deed of IGEN, Inc., before me,
/s/ Cynthia L. Conner
---------------------------------
Notary Public Cynthia L. Conner
My Commission Expires: 7/6/99
STATE OF NEW JERSEY
_____________, ss March 10, 1999
Then personally appeared the above named Edward B. Hager, the Chariman of
Immunogenetics, Inc. and acknowledged the foregoing to be the free act and deed
of Immunogenetics, Inc., before me,
/s/ Theresa R. Dematte
---------------------------------
Notary Public Theresa R. Dematte
My Commission Expires: 5/24/00
STATE OF NEW JERSEY
_____________, ss March 10, 1999
Then personally appeared the above named Edward B. Hager, the Chairman of
Blood Cells, Inc. and acknowledged the foregoing to be the free act and deed of
Blood Cells, Inc., before me,
/s/ Theresa R. Dematte
---------------------------------
Notary Public Theresa R. Dematte
My Commission Expires: 5/24/00
25