AMENDMENT NO. 5 TO LOAN AGREEMENT
This Amendment No. 5 to Loan Agreement ("Amendment") is made as of ___________,
1997 between Dow AgroScience LLC, formerly known as DowElanco LLC, a Delaware
limited liability company (the "Lender"), and Mycogen Corporation, a
California corporation (the "Borrower") (together, the "parties").
WHEREAS, Lender and Borrower are parties to that certain Loan Agreement dated
as of April 1, 1997, as amended by Amendment No. 1 as of September 29, 1997,
Amendment No. 2 as of November 14, 1997, Amendment No. 3 as of November 18,
1997, and Amendment No. 4 as of April 6, 1998 (the "Agreement"); and
WHEREAS, the parties wish to further amend the Agreement;
NOW THEREFORE, the parties hereto have agreed and do hereby agree to amend
the Agreement as follows:
1. Section 1.2 Repayment is hereby deleted in its entirety and replaced
with the following:
1.2 Repayment
(a) The unpaid principal amount of each Advance shall be due and
payable on the Repayment Date.
(b) Interest on the unpaid principal amount of the Loan is due and
payable as it accrues on the first Business Day of each
calendar quarter until December 31, 1997; thereafter, interest
on the unpaid principal amount of the Loan shall be
capitalized and added to the unpaid principal amount of the
Loan on the first Business Day of each month. Notwithstanding
the foregoing, all accrued and unpaid interest is due and
payable on the Repayment Date.
(c) Repayment may be made at any time, provided that the final
repayment be made on or prior to the Repayment Date. Borrower
must receive Lender's request for repayment by 9:00 a.m. Eastern
Standard Time on any Business Day if repayment is to be made
that day.
2. Section 1.5 Interest is hereby deleted in its entirety and replaced with
the following:
1.5 Interest
(a) The Loan shall bear interest from day to day at an interest
rate per annum
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(i) From October 1, 1997 through March 31, 1998, equal to
LIBOR, as defined below, plus 0.25%, and
(ii) From April 1, 1998, until the Repayment Date equal to
LIBOR, as defined below, plus 0.375%.
(iii) From October 1, 1997 until December 31, 1997, "LIBOR"
means the rate of deposits in U.S. dollars for a period
of three months which appears on the Telerate page 3750
as of 11:00 a.m., London time, on the date that is two
Business days prior to the first day of the Interest
Period. Effective January 1, 1998, "LIBOR" means the
rate for deposits in U.S. dollars for a period of one
month which appears on the Telerate Page 3750 as of
11:00 a.m., London time, on the date that is two
Business Days prior to the first date of the Interest
Period. Interest accrues on the unpaid principal amount
of each Advance from the date of each Advance and is
payable in accordance with Section 1.2.
(b) The Interest Rate for each Interest Period is calculated by
Lender prior to each Interest Period. Such calculation is
conclusive and binding absent manifest error.
(c) Interest is calculated on the basis of a 360-day year for
actual days occurring during the Interest Period.
(d) "Interest Period" means each calendar quarter, or part of each
calendar quarter, during which the Loan or any Advance is
outstanding between the date of this Amendment and December
31, 1997. Thereafter, "Interest Period" means the period
commencing on the first Business Day of each month and ending
on the day immediately preceding the first Business Day of
the succeeding month.
All other terms and conditions of the Agreement shall remain in full force
and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date first written above.
LENDER: BORROWER:
Dow AgroSciences LLC Mycogen Corporation
By: /s/ Sean S. Skinner By: /s/ J.A. Baumker
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Printed: Sean S. Skinner Printed: J.A. Baumker
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Title: Treasurer Title: CEO
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Date: 4/13/98 Date: 4/15/98
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