Exhibit 10.25
SECOND MODIFICATION OF LOAN AGREEMENT
THIS SECOND MODIFICATION is made as of this 10th day of December, 1999, by
and between IMMUCOR, INC., a Georgia corporation ("Borrower"), and WACHOVIA
BANK, N.A., a national banking association ("Lender").
Statement of Facts
Lender and Borrower are parties to that certain Loan
Agreement, dated as of October 27, 1998, as modified and amended by that certain
First Modification of Loan Agreement, dated as of April 30, 1999 (the "Loan
Agreement"), pursuant to which Lender has agreed to make one or more loans from
time to time to the Borrower in accordance with the terms and conditions
thereof. Lender and Borrower desire to modify the Loan Agreement in certain
respects, all in accordance with and subject to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises, the
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Borrower and Lender do hereby agree that all capitalized terms used herein shall
have the meanings ascribed thereto in the Loan Agreement (except as otherwise
expressly defined or limited herein) and do hereby further agree as follows:
Statement of Terms
1. Amendments of Loan Agreement. Subject to the fulfillment of the
conditions precedent to the effectiveness of this Second Modification which
are set forth below, the Loan Agreement shall be amended from and after
this date as follows:
(a) The Loan Agreement is hereby amended by adding each of the following
definitions to Section 1.1 thereof in the appropriate alphabetical order:
"Second Additional Term Loan" shall mean the term loan in the principal
amount of $4,000,000 to be made by Lender to Borrower pursuant to the
provisions of Section 2.1.4.
"Second Additional Term Note" shall mean this term promissory note, dated
of even date herewith, as amended or supplemented from time to time, in the
stated principal amount equal to the committed amount of Second Additional
Term Loan, together with any renewals or extensions thereof, in whole or in
part.
"Second Modification Effective Date" shall mean the
date on which all of the conditions precedent to the effectiveness of
that certain Second Modification to Loan Agreement, dated as of
December 10, 1999, between the Borrower and the Lender, have been
satisfied.
(b) The Loan Agreement is hereby amended by amending each of the following
definitions in Section 1.1 to read as follows:
"Loans" shall mean the Advances under the Line of
Credit together with the Acquisition Term Loans, the
Additional Term Loans and the Second Additional Term Loan.
"Notes" shall mean, collectively, the Master Note,
the Acquisition Term Note, the Additional Term Note and the
Second Additional Term Note.
"Term Loans" shall mean the Acquisition Term Loans,
the Additional Term Loans and the Second Additional Term Loan.
(c) The Loan Agreement is hereby amended by adding the following Section 2.1.4
thereto:
2.1.4 Second Additional Term Loans. On the Second
Modification Effective Date, and subject to the terms and conditions of
this Agreement, Lender agrees to make the Second Additional Term Loan
to Borrower, the proceeds of which shall be used by Borrower solely to
finance the repayment of the outstanding principal amount of those
certain three seller notes, each dated December 11, 1996, executed by
3000524 Nova Scotia Limited, a Canadian commercial corporation and
subsidiary of the Borrower, in favor of Nubio Technologies Corporation,
Patrick Waddy and Blaire MacNeil, respectively, in connection with the
acquisition of all of the capital stock of Dominion Biologicals
Limited, a Canadian corporation, pursuant to that certain Share
Purchase Agreement, dated as of December 11, 1996, among such parties,
and all accrued and unpaid interest thereon. The Debt arising from the
making of the Second Additional Term Loan shall be evidenced by the
Second Additional Term Note, which shall be executed by Borrower and
delivered to Lender on the Second Modification Effective Date. The
principal amount of the Second Additional Term Loan shall be repaid by
the Borrower in installments as provided in the Second Additional Term
Note. In any event on December 1, 2002, the unpaid principal balance of
the Second Additional Term Loan together with all accrued but unpaid
interest thereon shall be due and payable in full. The Second
Additional Term Loan shall bear interest at the Applicable Rate,
calculated and payable in the manner described in Section 2.2.1, from
the date thereof on the unpaid principal amount thereof from time to
time outstanding. The Second Additional Term Loan may be prepaid, in
whole or in part, by Borrower at any time or from time to time
hereafter; provided, however, that any partial prepayment of the Second
Additional Term Loan shall be applied by Lender in the inverse order of
the maturities of the principal installments of the Second Additional
Term Loan then remaining to be paid.
(d) The Loan Agreement is hereby amended by amending clauses (ii) and (v)
of Section 2.2.1(c) to read as follows:
"(ii) no more than three (3) LIBOR Borrowings under
each of the Line of Credit, the Acquisition Term Loans, the Additional
Term Loans and the Second Additional Term Loans may be obtained at any
time;
"(v) the Interest Periods for, and aggregate amount
of, LIBOR Borrowings in respect of the Acquisition Term Loans, the
Additional Term Loans or the Second Additional Term Loans must be
consistent with, and not exceed, the scheduled principal amortization
thereof;"
(e) The Loan Agreement is hereby amended by amending the last sentence of
Section 2.4 to read as follows:
"Any prepayment made by Borrower under this
Section 2.4 shall be applied, first, to prepay the scheduled
installments of the Acquisition Term Loans in inverse order of
maturity until such Loan shall have been prepaid in full,
second, to prepay the scheduled installments of the Additional
Term Loans in inverse order of maturity until such Loans have
been prepaid in full and third to prepay the scheduled
installments of the Second Additional Term Loan in inverse
order of maturity until Loans have been prepaid in full."
(f) The Loan Agreement is hereby amended by deleting Schedule 3.4 thereof in its
entireties and by substituting in lieu thereof the following new Schedule 3.4
attached hereto and incorporated herein and therein by reference.
2. No Other Amendments. Except for the amendments expressly
set forth and referred to in Sections 1 above, the Loan Agreement shall remain
unchanged and in full force and effect. Nothing in this Second Modification is
intended, or shall be construed, to constitute a novation or an accord and
satisfaction of any of the Borrower's indebtedness or other indebtedness to the
Lender under or in connection with the Loan Agreement (collectively, the
"Obligations") or to modify, affect or impair the perfection or continuity of
Lender's security interests in, security titles to or other liens on any
collateral for the Obligations.
3. Representations and Warranties. To induce Lender to enter
into this Second Modification, the Borrower does hereby warrant, represent and
covenant to Lender that: (a) each representation or warranty of the Borrower set
forth in the Loan Agreement is hereby restated and reaffirmed as true and
correct on and as of the date hereof as if such representation or warranty were
made on and as of the date hereof (except to the extent that any such
representation or warranty expressly relates to a prior specific date or
period), and no Default or Event of Default has occurred and is continuing as of
this date under the Loan Agreement as amended by this Second Modification; and
(b) Borrower has the power and is duly authorized to enter into, deliver and
perform this Second Modification and this Second Modification is the legal,
valid and binding obligation of Borrower enforceable against it in accordance
with its terms.
4. Conditions Precedent to Effectiveness of this Second
Modification. The effectiveness of this Second Modification and the amendments
provided herein are subject to the truth and accuracy in all material respects
of the representations and warranties of the Borrower contained in Section 3
above and to the fulfillment of the following additional conditions precedent:
(a) Lender shall have received one or more counterparts of this Second
Modification duly executed and delivered by the Borrower; (b) if and to the
extent required by Lender, any and all guarantors of the Obligations shall have
consented to the execution, delivery and performance of this Second Modification
and all of the transactions contemplated hereby by signing one or more
counterparts of this Second Modification in the appropriate space indicated
below and returning same to Lender; (c) Lender shall have received a fully
earned, non-refundable additional loan origination fee of $20,000; (d) Lender
shall have received the Second Additional Term Note, dated as of the date of
this Second Modification and having a stated principal amount equal to
$4,000,000, duly executed and delivered, as well as a closing certificate of
Borrower and an opinion of Borrower's counsel (both in form and substance
satisfactory to Lender) with respect to this Second Modification and the Second
Additional Term Note.
5. Additional Deliveries. Borrower shall deliver within five
(5) Business Days after the date hereof, copies of each of the original seller
notes, dated December 11, 1996, executed by 3000524 Nova Scotia Limited, a
Canadian commercial corporation and subsidiary of Borrower, in favor of Nubio
Technologies Corporation, Patrick Waddy and Blaire MacNeil, respectively, in
connection with the acquisition of all of the capital stock of Dominion
Biologicals Limited, a Canadian corporation, marked "paid in full", together
with evidence satisfactory to the Lender that all guarantees of the obligations
owed under such seller notes and all liens securing such obligations are
terminated and released.
6. Counterparts. This Second Modification may be executed in multiple
counterparts, each of which shall be deemed to be an original and all
of which when taken together shall constitute one and the same
instrument.
7. Governing Law. This Second Modification shall be governed by, and
construed in accordance with, the internal laws of the State of
Georgia applicable to contracts made and performed in such state.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Modification to be duly executed and delivered as of the day and year specified
at the beginning hereof.
BORROWER:
IMMUCOR, INC.
By: /s/ Edward L. Gallup
Edward L. Gallup, President
LENDER:
WACHOVIA BANK, N.A.
By: /s/ Ernesto Moran
Title: President
<PAGE>
CONSENT OF GUARANTORS
Each of the undersigned guarantors does hereby consent to the
execution, delivery and performance of the within and foregoing Second
Modification of Loan Agreement.
IN WITNESS WHEREOF, each of the undersigned guarantors has
executed this Consent under seal as of the day and year first above set forth.
GAMMA BIOLOGICALS, INC.
By: /s/ Edward L. Gallup
Edward L. Gallup, President
GAMMA BIOLOGICALS INTERNATIONAL, INC.
By: /s/ Edward L. Gallup
Edward L. Gallup, President
BCA ACQUISITION CORPORATION
By: /s/ Edward L. Gallup
Edward L. Gallup, President
