November 17, 1999
North American Vaccine, Inc.
00000 Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn.: Xx. Xxxxxx Xxxxx
Ladies/Gentlemen:
Reference is made to the Guaranty delivered by Xxxxxx International, Inc.
("Guarantor") as of November 1, 1999 (as amended or modified from time to time,
the "Guaranty") and relating to the Agreement dated as of November 1, 1999 (as
amended, modified, renewed or extended from time to time, the "Credit
Agreement") between North American Vaccine, Inc. ("Borrower") and Bank of
America, N.A. ("Lender"). Capitalized terms used and not defined herein have the
meanings given to such terms in the Credit Agreement. Guarantor has requested
certain amendments to the Guaranty, and Lender has agreed to such request,
subject to the terms and conditions hereof.
The parties hereto agree that the Guaranty is amended as follows:
1. Section 23 of the Guaranty is amended by adding the following provision
after clause (vi) of the proviso to such section: "PROVIDED, FURTHER, that upon
the occurrence of an Event of Default pursuant to Paragraph 5(m) of the Credit
Agreement as a result of the termination of the North American Vaccine
Acquisition Agreement by Guarantor pursuant to Sections 9.01(a), 9.01(b),
9.01(c), 9.01(e), 9.01(g) or 9.01(h) thereof, Guarantor hereby agrees that it
shall not, in connection with the exercise of Guarantor's Call Option or the
exercise of Lender's Put Option, declare all sums outstanding under the Credit
Agreement and under the other Loan Documents to be due and payable until 90 days
after such Event of Default."
Except as expressly provided above, the Guaranty and the other Loan Documents
remain unmodified and in full force and effect.
Please indicate the agreement of Borrower and Guarantor to the foregoing by
signing and returning to Lender, to the attention of Xxxxx Xxxxxx (Facsimile:
713-247-6719), a counterpart of this letter, by no later than November 17, 1999.
Please contact Xxxxx Xxxxxxxxx at (000) 000-0000 if you have any questions or
comments regarding this matter. Thank you in advance for your cooperation.
Very truly yours,
Bank of America, N.A.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Title: Vice President
ACKNOWLEDGED AND AGREED:
BORROWER:
North American Vaccine, Inc.
By: /s/ Xxxxxx Xxxxx
-------------------------------
Title: Chief Executive Officer
& President
GUARANTOR:
Xxxxxx International, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Title: President, Xxxxxx Immuno
Division
2
