SECURITY AGREEMENT SUPPLEMENT
EXHIBIT 10.29
SECURITY AGREEMENT SUPPLEMENT
September 26, 0000
XXXXX XXXX XX XXXXXX,
as the Collateral Agent for the
Secured Parties referred to in the
Loan Agreements referred to below
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Manager, Agency
as the Collateral Agent for the
Secured Parties referred to in the
Loan Agreements referred to below
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Manager, Agency
XXXXX RESPIRATORY THERAPEUTICS, INC.
Ladies and Gentlemen:
Reference is made to (i) the Senior Revolving Credit Agreement dated as of September 26, 2006
(as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) among XXXXX RESPIRATORY THERAPEUTICS, INC., as Borrower, the Subsidiary
Guarantors party thereto, ROYAL BANK OF CANADA (“Royal Bank”), together with its successors
and assigns, as Administrative Agent, and the Lenders from time to time party thereto, and (ii) the
Security Agreement dated July 11, 2006 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”) made by the Grantors from time to
time party thereto in favor of Royal Bank as collateral agent (together with any successor
collateral agent, the “Collateral Agent”) for the Secured Parties under the Loan Documents.
Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein
are used herein as defined in the Credit Agreement or the Security Agreement.
SECTION 1. Grant of Security. Each of the undersigned hereby grants to the
Collateral Agent, for the ratable benefit of the Secured Parties under the Loan Documents, a
security interest in, all of its right, title and interest in and to all of the Collateral of such
undersigned, whether now owned or hereafter acquired by such undersigned, wherever located and
whether now or hereafter existing or arising, including, without limitation, the property and
assets of such undersigned set forth on the attached supplemental schedules to the Schedules to the
Security Agreement.
SECTION 2. Security for Obligations. The grant of a security interest in the
Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement
secures the payment of all Obligations of the undersigned now or hereafter existing under or in
respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for
principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications,
contract causes of action, costs, expenses or otherwise. Without limiting the generality of the
foregoing, this Security Agreement Supplement and the Security Agreement secure the payment of all
amounts that constitute part of the Secured Obligations and that would be owed by the undersigned
to any Secured Party under the Loan Documents but for the fact that such Secured Obligations are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving a Loan Party.
Xxxxx Respiratory Therapeutics, Inc.
Security Agreement Supplement
Security Agreement Supplement
SECTION 3. Supplements to Security Agreement Schedules. The undersigned have
attached hereto supplemental Schedules I through IV to Schedules I through IV, respectively, to the
Security Agreement, and the undersigned hereby certify, as of the date first above written, that
such supplemental schedules have been prepared by each undersigned in substantially the form of the
equivalent Schedules to the Security Agreement and are complete and correct.
SECTION 4. Representations and Warranties. Each of the undersigned hereby makes each
representation and warranty set forth in Section 4 of the Security Agreement (as supplemented by
the attached supplemental schedules) to the same extent as each other Grantor.
SECTION 5. Obligations Under the Security Agreement. Each of the undersigned hereby
agrees, as of the date first above written, to be bound as a Grantor by all of the terms and
provisions of the Security Agreement to the same extent as each of the other Grantors. Each of the
undersigned further agrees, as of the date first above written, that each reference in the Security
Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the
undersigned.
[Signature Pages Follow.]
Xxxxx Respiratory Therapeutics, Inc.
Security Agreement Supplement
Security Agreement Supplement
SECTION 6. Governing Law. This Security Agreement Supplement shall be governed by,
and construed in accordance with, the laws of the State of New York.
Very truly yours, XXXXX RESPIRATORY PRODUCTS, INC. |
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By /s/ Xxxxx X. Xxxxxx | ||||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Executive Vice President & Chief Financial Officer | |||
XXXXX RESPIRATORY OPERATIONS, INC. |
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By /s/ Xxxxx X. Xxxxxx | ||||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Executive Vice President & Chief Financial Officer | |||
XXXXX RESPIRATORY OPERATIONS SUB, INC. |
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By /s/ Xxxxx X. Xxxxxx | ||||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Executive Vice President & Chief Financial Officer | |||
Address for notices: c/o Adams Respiratory Therapeutics, Inc. 0 Xxxx Xxxxx Xxxx Xxxxxxx, Xxx Xxxxxx 00000 Attention: Xxxxx X. Xxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Email: xxxxxxx@xxxxxxx.xxx |
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Xxxxx Respiratory Therapeutics, Inc.
Security Agreement Supplement
Security Agreement Supplement