Exhibit

10.4




 




AMENDMENT

NO. 4 TO CREDIT AGREEMENT




 




 




                AMENDMENT NO. 4 TO AMENDED AND RESTATED

CREDIT AGREEMENT (this “Amendment”) is effective as of October 31,

2002, by and among HAUSER, INC., a Delaware corporation (the

“Company”), HAUSER TECHNICAL SERVICES, INC., a Delaware corporation, BOTANICALS

INTERNATIONAL EXTRACTS, INC., a Delaware corporation, and ZETAPHARM,

INC., a New York corporation, (collectively, the “Borrowers”), and WELLS FARGO

BANK, N.A. (the “Lender”).




RECITALS 




                                WHEREAS,

the Borrowers are currently indebted to the Lender pursuant to the terms and

conditions of that certain Amended and Restated Credit Agreement dated as of

December 7, 2001 (the “Current Agreement”; as amended hereby and from time to

time, the “Agreement”); and




                                WHEREAS,

the Lender and the Borrowers have agreed to certain changes in the terms and

conditions set forth in the Current Agreement and have agreed to amend the

Current Agreement to reflect said changes.




                                NOW,

THEREFORE, for valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree that the Current

Agreement shall be amended as follows:




A.            Amendments.




1.     In Section 1.01 of the

Current Agreement, the defined term “Commitment” is amended by replacing the

dollar amount “$10,000,000” with the dollar amount “$9,000,000”.




2.     In Section 1.01 of the

Current Agreement, the defined term “Revolving Credit Commitment” is amended by

replacing the dollar amount “$10,000,000” with the dollar amount “$9,000,000”.




3.     In Section 1.01 of the

Current Agreement, the defined term “Revolving Credit Facility Availability

Period” is amended by replacing the phrase “October 31, 2002” with the phrase

“November 30, 2002”.




4.     In Section 1.01 of the

Current Agreement, the definition following the defined term “Maturity Date”

shall be deleted in full and replaced with the following:




“in the case of

the Revolving Loan, means November 30, 2002, and in the case of the Term Loan,

means September 10, 2002.”





























5.  Section 2.06 of the Current Agreement is

amended by replacing the phrase “October 31, 2002” with the phrase “November

30, 2002”.




B.            Effectiveness; Conditions.  Borrowers shall have delivered to Lender a

duly executed Revolving Credit Note substantially in the form attached hereto

as Exhibit A (the “Revolving Credit Note”), which Revolving Credit Note

will supersede and replace the existing Revolving Credit Note, dated October 3,

2002.




C.            Covenants.  Borrowers hereby (i) covenant to pay or

reimburse the Lender for all of the Lender’s costs and expenses, including fees

and disbursements of outside counsel and allocated in-house counsel, in

connection with, or related to, the negotiating and execution and effectiveness

of this Amendment; and (ii) acknowledge and agree that a failure to immediately

do so will constitute an Event of Default under the Agreement without further

notice or other act of the Lender.




D.            General.




1.             Except as specifically provided

herein, all terms and conditions of the Agreement remain in full force and

effect, without waiver or modification. 

Borrowers acknowledge that except as specifically provided in this

Amendment, nothing in this Amendment shall affect Borrowers’ obligations under

the Agreement, which obligations remain valid, binding and enforceable, or

shall constitute a waiver by Lender of any of Lender’s rights or remedies, now

or at any time in the future, with respect to any requirement under the

Agreement or with respect to an Event of Default or Default, occurring now or

at any time in the future.




2.             All terms defined in the Agreement

shall have the same meaning when used in this Amendment.  This Amendment and the Agreement shall be

read together as one document. This Amendment may be executed in counterparts

(and by different parties hereto on different counterparts), each of which

shall constitute an original, but all of which when taken together shall

constitute a single document.




3.             The Borrowers

hereby remake all representations and warranties contained in the Agreement and

reaffirm all covenants set forth therein. 

The Borrowers further certify that as of the date of this Amendment,

giving effect to the provisions hereof, there exists no Event of Default as

defined in the Agreement, nor any condition, act or event which with the giving

of notice or the passage of time or both would constitute any such Event of

Default.




 




[INTENTIONALLY LEFT BLANK]




2





























IN

WITNESS WHEREOF,

the parties hereto have caused this Amendment to be executed as of the date and

year first written above.




	

  HAUSER, INC.


   


   


  	

  WELLS FARGO BANK, N.A.


   


   


  
	

  By:


  	

  /s/  Kenneth C. Cleveland


  	

   


  	

  By:


  	

  /s/  Art Brokx


  	

   


  
	

  Name:  Kenneth C. Cleveland


  	

  Name:  Art Brokx


  
	

  Title:  President


  	

  Title:  Vice President


  
	

  


  




  	

   


  
	

  HAUSER TECHNICAL SERVICES,


  INC.


  




  	

   


  
	

  By:


  	

  /s/  Thomas W. Hanlon


  	

   


  
	

  Name:  Thomas W. Hanlon


  
	

  Title:  Secretary and Treasurer


  
	

  


  




  	

   


  
	

  BOTANICALS INTERNATIONAL EXTRACTS, INC.


   


   


  	

   


  
	

  By:


  	

  /s/  Kenneth C. Cleveland


  	

   


  
	

  Name:  Kenneth C. Cleveland


  
	

  Title:  Chief Executive Officer


  
	

  


  




  	

   


  
	

  ZETAPHARM, INC.


   


   


  	

   


  
	

  By:


  	

  /s/  Thomas W. Hanlon


  	

   


  
	

  Name:  Thomas W. Hanlon


  
	

  Title:  Secretary and Treasurer


  





 




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EXHIBIT A




 




REVOLVING CREDIT NOTE




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