Exhibit 10.118
AMENDMENT TO STOCK PLEDGE AGREEMENT
THIS AMENDMENT TO STOCK PLEDGE AGREEMENT (the "Amendment") dated as of
March 15, 1999, amends the STOCK PLEDGE AGREEMENT (the "Agreement"), dated as of
December 30, 1998, made by ECOSCIENCE CORPORATION, a Delaware corporation,
having its principal place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ (the "Pledgor"), to COGENTRIX DELAWARE HOLDINGS, INC., a Delaware
corporation, having its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Pledgee").
WHEREAS, Pledgor and Pledgee have entered into a Stock Purchase Agreement
(the "Stock Purchase Agreement") dated as of December 7, 1998 pursuant to which
(i) Pledgor has executed a promissory note in favor of Pledgee (the "Note")
under the terms of which Pledgor has agreed to pay to Pledgee the principal sum
of TWENTY MILLION, SIX HUNDRED THOUSAND AND NO/00 Dollars ($20,600,000.00),
together with interest on such principal sum at eleven and one-quarter percent
(11.25%) per annum as set forth therein, on March 15, 1999 and (ii) Pledgor and
Pledgee have entered into an Extension Agreement (the "Extension Agreement"),
dated of even date herewith, pursuant to which Pledgee has agreed, subject to
the terms and conditions thereof, to extend the date of payment under the Note
to June 30, 1999 and in consideration of such extension Pledgor has executed a
promissory note in favor of Pledgee (the "Extension Note") under the terms of
which Pledgor has agreed to pay to Pledgee the principal sum of ONE MILLION AND
NO/00 Dollars ($1,000,000.00), together with interest on such principal sum at
eleven and one-quarter percent (11.25%) per annum as set forth therein, on June,
30,1999.
WHEREAS, it is a condition to the effectiveness of the Extension Agreement
that Pledgor enter into this Amendment to, among other things, add the Pledgor's
obligations under the Extension Note to the obligations secured by the
Agreement.
WHEREAS, capitalized terms used herein and not defined herein shall have
the meanings set forth in the Agreement.
NOW, THEREFORE, in consideration of the benefits accruing to Pledgor under
the Extension Agreement, and in order to induce Pledgee to enter into the
Extension Agreement, Pledgor hereby agrees as follows:
1. Amendment to Agreement. The Agreement is hereby amended as follows:
(i) The definition of "Documents" in the second recital is restated
in its entirety to read "The Stock Purchase Agreement, the Rights
Agreement, the Note and the Extension Note are referred to herein
collectively as the "Documents";
(ii) The reference to "Note" in Section 5.1(a) is replaced with the
words "Note or Extension Note";
(iii) The reference to "Note" in Section 19 is replaced with the words
"Note and Extension Note";
(iv) There is added to Section 5.1 a new clause (f) to read in its
entirety "With respect to any indebtedness in excess of $100,000
of Pledgor, any Company or other direct or indirect subsidiary of
Pledgor (other than Pocono Village Farms, L.P., but including
Village Farms of Buffalo, L.P., Village Farms of Texas, L.P. and
Village Farms of Marfa, L.P). any such indebtedness (or any
portion thereof) shall be declared due and payable or shall be
required to be prepaid (other than by a regularly scheduled
payment), prior to the stated maturity thereof or in the case of
a revolving credit commitment, such commitment is terminated
prior to the stated termination date for such commitment; and
(v) There is added to the end Section 16 the following sentence:
"Pledgor shall give Pledgee prompt notice of the occurrence of
any Event of Default hereunder"
2. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute but one instrument.
3. GOVERNING LAW THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA.
4. Entire Agreement. This Amendment and the Extension Agreement
(including the documents and instruments referred to herein and
therein) constitutes the entire contract between the parties relative
to the subject matter hereof. Any previous agreement among the parties
with respect to the subject matter hereof is superseded by this
Amendment and the Extension Agreement. The parties confirm that,
except as amended hereby, the Agreement remains in full force and
effect.
IN WITNESS WHEREOF, Pledgor and Pledgee have executed, or caused to be executed
by their duly authorized officers, this Amendment as an instrument under seal as
of the date first above written.
PLEDGEE:
COGENTRIX DELAWARE HOLDINGS,
INC.
By:_______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President - Finance
and Treasurer
PLEDGOR:
ECOSCIENCE CORPORATION
By:_______________________________
Name: J. ▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
