AMENDMENT NO. 2 TO LOAN AGREEMENT
This Amendment No. 2 to Loan Agreement ("Amendment") is made as of October 1,
1997 between Mycogen Corporation, a California corporation (the "Lender"), and
Dow AgroSciences LLC, formerly known as DowElanco LLC, a Delaware limited
liability company (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 April 6, 1998 (the
"Agreement"); and
WHEREAS, the parties wish to 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) From October 1, 1997 until the Repayment Date, the Loan shall
bear interest at a rate equal to LIBID, as defined below, minus
0.25%.
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(b) "LIBID" means LIBOR minus 0.125%. 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.
(c) 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.
(d) Interest is calculated on the basis of a 360-day year for
actual days occurring during the Interest Period.
(e) "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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date first written above.
LENDER: BORROWER:
Mycogen Corporation Dow AgroSciences LLC
By: /s/ J.A. Baumker By: /s/ Sean S. Skinner
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Printed: J.A. Baumker Printed: Sean S. Skinner
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Title: CEO Title: Treasurer
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Date: 4/15/98 Date: 4/13/98
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