EXHIBIT 99.3
FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This First Amendment to Loan and Security Agreement (the "Amendment") is entered
into as of January 31, 2005, by and between COMERICA BANK ("Bank") and LAUREATE
PHARMA, INC. ("Borrower").
RECITALS
Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of December 1, 2004 (as amended from time to time, together with any
related agreements, the "Agreement"). Hereinafter, all indebtedness owing by
Borrower to Bank shall be referred to as the "Indebtedness." The parties desire
to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
I. INCORPORATION BY REFERENCE. The Recitals and the documents referred to
therein are incorporated herein by this reference. Except as otherwise
noted, the terms not defined herein shall have the meaning set forth in
the Agreement.
II. AMENDMENT TO THE AGREEMENT. Subject to the satisfaction of the conditions
precedent as set forth in Article IV hereof, the Agreement is hereby
amended as set forth below.
A. The definition of "Revolving Maturity Date" in Section 1.1 of the
Agreement is hereby amended and restated in its entirety to read as
follows:
"Revolving Maturity Date" means January 31, 2006.
III. LEGAL EFFECT.
A. The Agreement is hereby amended wherever necessary to reflect the
changes described above. Borrower agrees that it has no defenses
against the obligations to pay any amounts under the Indebtedness.
B. Borrower understands and agrees that in modifying the existing
Indebtedness, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Agreement. Except as
expressly modified pursuant to this Amendment, the terms of the
Agreement remain unchanged, and in full force and effect. Bank's
agreement to modifications to the existing Indebtedness pursuant to
this Amendment in no way shall obligate Bank to make any future
modifications to the Indebtedness. Nothing in this Amendment shall
constitute a satisfaction of the Indebtedness. It is the intention
of Bank and Borrower to retain as liable parties, all makers and
endorsers of Agreement, unless the party is expressly released by
Bank in writing. No maker, endorser, or guarantor will be released
by virtue of this Amendment. The terms of this paragraph apply not
only to this Amendment, but also to all subsequent loan modification
requests.
C. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one instrument. This is an integrated
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AMENDMENT
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Amendment and supersedes all prior negotiations and agreements
regarding the subject matter hereof. All modifications hereto must
be in writing and signed by the parties.
IV. CONDITIONS PRECEDENT. Except as specifically set forth in this Amendment,
all of the terms and conditions of the Agreement remain in full force and
effect. The effectiveness of this Agreement is conditioned upon receipt by
Bank of this Amendment, and any other documents which Bank may require to
carry out the terms hereof, including but not limited to the following:
A. This Amendment, duly executed by Borrower; and
B. Such other documents, and completion of such other matters, as Bank
may reasonably deem necessary or appropriate.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.
LAUREATE PHARMA, INC.
By: /s/ Xxxxx Xxxxxxxx
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Title: Vice President
COMERICA BANK
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
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AMENDMENT
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