EXHIBIT 4.2
FIRST AMENDMENT TO
BRIDGE AND CONSOLIDATED TERM LOAN AGREEMENT
This First Amendment, dated as of June 7, 2002 (the "First Amendment"),
amending that certain Bridge and Consolidated Term Loan Agreement dated as of
March 18, 2002 (the "Agreement") by and among Donlar Corporation, Donlar
BioSyntrex Corporation ("Borrowers") and Tennessee Farmers Life Insurance
Company, collectively with its other lending affiliates (the "Lender"), is by
and among the Borrowers and the Lender.
NOW THEREFORE, in consideration of the foregoing and other consideration
the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Conversion Rights. Section 9 is hereby amended to add a new Section 9.12
which shall read as follows:
"SECTION 9.12 SENIOR CONVERTIBLE PREFERRED STOCK. Notwithstanding
anything in this Section 9 to the contrary, in the event any reduction
in the "Conversion Price" of the Donlar Corporation Senior Convertible
Preferred Stock pursuant to the Certificate of Designation Senior
Convertible Preferred Stock occurs, a corresponding immediate
reduction to the Conversion Price of the Notes shall be effected."
2. Definitions. Appendix A is hereby amended to add a new definition which
shall read as follows:
"Certificate of Designation Senior Convertible Preferred Stock means
that certain Certificate of Designation Senior Convertible Preferred
Stock attached as Exhibit A to the First Amendment to Bridge and
Consolidated Term Loan Agreement, dated as of May 7, 2002, which shall
be filed with the Illinois Secretary of State on or before the
effective date of the merger between Donlar and Donlar Bio
contemplated by the Agreement(s) to Reorganize."
3. General.
(a) Confirmation of the Agreement. Except as amended hereby, the Agreement
shall remain in full force and effect and it hereby ratified and
confirmed in all respects.
(b) References to the Agreement. Each reference in the Agreement to "this
Agreement", "hereunder" or "hereof", or words of like import, and each
reference to the Agreement in any and all instruments or documents
provided for in the Agreement or delivered or to be delivered
thereunder or in connection therewith, shall, except where the context
otherwise requires, be deemed a reference to the Agreement as amended
hereby.
(c) Defined Terms. Capitalized terms used herein which are not otherwise
defined are used with the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be
duly executed as of the date first above written.
DONLAR CORPORATION
By:
-----------------------------------------
Title:
---------------------------------
DONLAR BIOSYNTREX CORPORATION
By:
-----------------------------------------
Title:
---------------------------------
THE TENNESSEE FARMERS LIFE INSURANCE COMPANY
By:
-----------------------------------------
Title:
---------------------------------
