AS AMENDED
HEREBY, SHALL CONTINUE IN FULL FORCE AND EFFECT, AND THAT THIS AGREEMENT AND THE
CREDIT AGREEMENT BE READ AND CONSTRUED AS ONE INSTRUMENT, AND ALL REFERENCES IN
THE LOAN DOCUMENTS TO THE CREDIT AGREEMENT SHALL HEREAFTER REFER TO THE CREDIT
AGREEMENT, AS AMENDED BY THIS AGREEMENT.
(C)
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, BUT ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT
ONE INSTRUMENT.
IN MAKING PROOF OF THIS AGREEMENT IT SHALL NOT BE NECESSARY TO
PRODUCE OR ACCOUNT FOR MORE THAN ONE COUNTERPART SIGNED BY EACH PARTY HERETO BY
AND AGAINST WHICH ENFORCEMENT HEREOF IS SOUGHT.
TIME IS OF THE ESSENCE AS TO
ALL OF THE PROVISIONS HEREIN.
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10
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
executed in its name and behalf by its duly authorized officer as of the date
first written above.
FLEET NATIONAL BANK
By:
/s/ Matthew E. Hummel
Title: Senior Vice President
GRIFFIN LAND & NURSERIES, INC.
By:
/s/ Anthony Galici
Title: Vice President,Chief Financial Officer and Secretary
Each of the undersigned Guarantors acknowledges and accepts the foregoing and
ratifies and confirms its obligations under its respective Guaranty:
IMPERIAL NURSERIES, INC.
By:
/s/ Anthony Galici
Its Senior Vice President
RIVER BEND ASSOCIATES, INC.
By:
/s/ Anthony Galici
Its Vice President
SCHEDULE 1
The failure of the Borrower to comply with Section 10.2 (Fixed Charge Coverage
Ratio) of the Credit Agreement for the fiscal quarters ending August 30, 2003
and November 29, 2003.