FOURTH AMENDMENT TO
AMENDED AND RESTATED PROMISSORY NOTE
This Amendment is made as of June 7, 1999 by and between XXXXXX
PHARMACEUTICAL, INC., a Delaware corporation (the "Borrower"), and BANKBOSTON,
N.A. (f/k/a The First National Bank of Boston), a national banking association
(the "Bank").
WHEREAS, the Bank and the Borrower entered into a certain loan
arrangement on August 17, 1993, as amended, which is evidenced, in part, by a
certain Amended and Restated Promissory Note dated August 17, 1993 made by the
Borrower, as amended by a certain First Amendment to Amended and Restated
Promissory Note dated June 29, 1995, a certain Second Amendment to Amended and
Restated Promissory Note dated August 31, 1995 and a certain Third Amendment to
Amended and Restated Promissory Note dated July 31, 1996 in the principal amount
of $30,000,000 (as amended, the "Note"), and a certain Amended and Restated Loan
Agreement dated August 17, 1993, as amended between the Borrower and the Bank
(as amended, the "Loan Agreement"); and
WHEREAS, the Bank and the Borrower have on this date amended the Loan
Agreement pursuant to a certain Sixth Amendment to Amended and Restated Loan
Agreement; and
WHEREAS, the Borrower and Bank are desirous of amending the Note in the
manner set forth below:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Bank agree as
follows:
1. From and after the date hereof, the $30,000,000 principal amount of
the Note reflected in the upper left hand corner thereof shall be decreased and
amended to read "$25,000,000".
2. The Note is further amended by deleting the first paragraph thereof
in its entirety and replacing it with the following:
"FOR VALUE RECEIVED, XXXXXX PHARMACEUTICAL, INC., a Delaware corporation
having a principal office at 00 Xxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx
(referred to as the "Borrower"), hereby unconditionally promises to pay
to the order of BANKBOSTON. N.A. (f/k/a The First National Bank of
Boston) (hereinafter, together with its successors-in-title and assigns
the "Bank") at the head office of the Bank, at 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx, the principal sum of TWENTY-FIVE MILLION DOLLARS
($25,000,000), or, if less, the aggregate unpaid principal amount of
advances hereunder made by the Bank to the Borrower under the Amended and
Restated Loan Agreement dated August 17, 1973, as amended between the
Borrower and the Bank, (as now or hereafter amended, the "Agreement").
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Agreement. Unless otherwise provided
herein, the rules of interpretation set forth in Section 1.2 of the
Agreement shall be applicable to this Note."
3. Except as specifically provided herein, all terms and conditions of
the Note shall remain in full force and effect and are hereby ratified and
confirmed. On and after the date hereof, each reference in the Note to "this
Note", "hereunder", "hereof" or words of like import referring to the Note,
shall mean and be a reference to the Note as amended by this Fourth Amendment,
and each reference in the Loan Agreement and any other loan documents between
the Borrower and the Bank, to the Note, "thereunder", "thereof" or words of like
import referring to the Note shall mean and be a reference to the Note as
amended by this Fourth Amendment.
3. This Fourth Amendment shall take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.
XXXXXX PHARMACEUTICAL, INC.
By:/s/Xxxxxx X.X. Xxxxx
---------------------------
Xxxxxx X. X. Xxxxx, CFO
BANKBOSTON, N.A.
By:/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx, Director
