Exhibit 10.2
As of March 14, 2006
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, MA 01746
Ladies and Gentlemen:
Reference is made to a revolving
line of credit in the amount not to exceed $20,000,000 in the
aggregate (the “Line of Credit”) made available by
Brown Brothers Harriman & Co. (“BBH”) as agent
on behalf itself and Bank of America, N.A., f/k/a Fleet National
Bank (“BA”) to Harvard Bioscience, Inc. (the
“Borrower”) pursuant to a Revolving Credit Loan
Agreement by and among BBH, BA, and the Borrower and dated as of
November 21, 2003 (the “Credit Agreement”).
Obligations of the Borrower arising under the Line of Credit are
evidenced by two (2) Revolving Credit Notes, each in the
principal amount of $10,000,000 dated as of November 21, 2003,
one of which is executed by the Borrower in favor of BBH (the
“BBH Revolving Note”), and the second of which is
executed by the Borrower in favor of BA (the “BA Revolving
Note”). Capitalized terms not otherwise defined herein shall
have the meaning ascribed to such terms in the Credit
Agreement.
The Borrower’s obligations
under the Credit Agreement, the BBH Revolving Note and the BA
Revolving Note (the “Obligations”) are secured by,
among other collateral, Pledged Collateral as defined and described
in a Pledge Agreement dated as of November 21, 2003 by and
between BBH as agent, and the Borrower (the “Pledge
Agreement”). The Borrower’s Obligations are guaranteed,
pursuant to a US Subsidiary Guaranty dated as of November 21,
2003 (the “Guaranty”) by and among BBH as agent, HBIO
Securities Corp., Hoefer, Inc., Warner Instruments, Inc., Union
Biomerica, Inc., Genomic Solutions, Inc., Cartesian Technologies,
Inc., Genomic Solutions Canada, Inc., and Harvard Apparatus, FSC,
Inc. (collectively, the “Guarantors”).
The Borrower has requested, and BBH
and BA have agreed, to extend the Maturity Date (as defined in the
Credit Agreement), provided that the Borrower agrees to certain
modifications to the Credit Agreement, the BBH Revolving Note, and
the BA Revolving Note. Now therefore, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, and BBH, the Borrower, and BA agree to modify the
Credit Agreement, the BBH Revolving Note and the BA Revolving Note
as follows:
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I.
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Amendment to
the Credit Agreement
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Paragraph 1.1 of the Credit
Agreement is hereby deleted in its entirety, and the following is
substituted therefore:
“1.1 Recitals; Maximum Line
Commitment . The Borrower wishes to establish a revolving line
of credit (the “ Line of Credit ”) with the
Lenders in an aggregate principal amount at any one time
outstanding not to exceed Twenty Million Dollars ($20,000,000) (the
“ Maximum Line Commitment ”), to expire
January 1, 2007 (the “ Maturity Date
”).”
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II.
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Amendment to
BBH Revolving Note and BA Revolving Note
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Each of the BBH Revolving Note and
the BA Revolving Note is hereby amended by deleting “November
21, 2006” from the thi