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MASTER SECURITY AGREEMENT
THIS MASTER SECURITY AGREEMENT,made as of March 27, 1997
("AGREEMENT"), by and between GENERAL ELECTRIC CAPITAL CORPORATION, a NEW YORK
corporation with an address at 0 XXXXX XXXX XXXXX XXXXX 000, XXXX XXXXXX, XX
("SECURED PARTY"), and NEXSTAR PHARMACEUTICALS, INC, a CORPORATION organized
and existing under the laws of the State of DELAWARE with its chief executive
offices located at 0000 XXXXXXXXXX XXXXX XXXXX 000, XXXXXXX, XX 00000
("DEBTOR").
In consideration of the promises herein contained and of certain other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Debtor and Secured Party hereby agree as follows:
1. CREATION OF SECURITY INTEREST.
Debtor hereby gives, grants and assigns to Secured Party, its
successors and assigns forever, a security interest in and against any and all
property listed on any collateral schedule now or hereafter annexed hereto or
made a part hereof ("COLLATERAL SCHEDULE"), and in and against any and all
additions, attachments, accessories and accessions thereto, any and all
substitutions, replacements or exchanges therefor, and any and all insurance
and/or other proceeds thereof (all of the foregoing being hereinafter
individually and collectively referred to as the "COLLATERAL"). The foregoing
security interest is given to secure the payment and performance of any and all
debts, obligations and liabilities of any kind, nature or description whatsoever
(whether primary, secondary, direct, contingent, sole, joint or several, or
otherwise, and whether due or to become due) of Debtor to Secured Party, now
existing or hereafter arising, including but not limited to the payment and
performance of certain Promissory Notes from time to time identified on any
Collateral Schedule (collectively "NOTES" and each a "NOTE"), and any renewals,
extensions and modifications of such debts, obligations and liabilities (all of
the foregoing being hereinafter referred to as the "INDEBTEDNESS").
Notwithstanding the foregoing, and notwithstanding anything to the contrary
contained elsewhere in this Agreement, to the extent that Secured Party asserts
a purchase money security interest in any items of Collateral ("PMSI
COLLATERAL"): (i) the PMSI Collateral shall secure only that portion of the
Indebtedness which has been advanced by Secured Party to enable Debtor to
purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI
INDEBTEDNESS"), and (ii) no other Collateral shall secure the PMSI Indebtedness.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor hereby represents, warrants and covenants as of the date hereof
and as of the date of execution of each Collateral Schedule hereto that:
(a) Debtor is, and will remain, duly organized, existing and in
good standing under the laws of the State set forth in the first paragraph of
this Agreement, has its chief executive offices at the location set forth in
such paragraph, and is, and will remain, duly qualified and licensed in every
jurisdiction wherever necessary to carry on its business and operations;
(b) Debtor has adequate power and capacity to enter into, and to
perform its obligations, under this Agreement, each Note and any other
documents evidencing, or given in connection with, any of the Indebtedness (all
of the foregoing being hereinafter referred to as the "DEBT DOCUMENTS");
(c) This Agreement and the other Debt Documents have been duly
authorized, executed and delivered by Debtor and constitute legal, valid and
binding agreements enforceable under all applicable laws in accordance with
their terms, except to the extent that the enforcement of remedies may be
limited under applicable bankruptcy and insolvency laws;
(d) No approval, consent or withholding of objections is required
from any governmental authority or instrumentality with respect to the entry
into, or performance by, Debtor of any of the Debt Documents, except such as may
have already been obtained;
(e) The entry into, and performance by, Debtor of the Debt
Documents will not (i) violate any of the organizational documents of Debtor or
any judgment, order, law or regulation applicable to Debtor, or (ii) result in
any breach of, constitute a default under, or result in the creation of any
lien, claim or encumbrance on any of Debtor's property (except for liens in
favor of Secured Party) pursuant to, any indenture mortgage, deed of trust,
bank loan, credit agreement, or other agreement or instrument to which Debtor
is a party;
(f) There are no suits or proceedings pending or threatened in
court or before any commission, board or other administrative agency against or
affecting Debtor which could, in the aggregate, have a material adverse effect
on Debtor, its business or operations, or its ability to perform its
obligations under the Debt Documents;
(g) All financial statements delivered to Secured Party in
connection with the Indebtedness have been prepared in accordance with
generally accepted accounting principles, and since the date of the most recent
financial statement, there has been no material adverse change;
(h) The Collateral is not, and will not be, used by Debtor for
personal, family or household purposes;
(i) The Collateral is, and will remain, in good condition and
repair and Debtor will not be negligent in the care and use thereof;
(j) Debtor is, and will remain, the sole and lawful owner, and in
possession of, the Collateral, and has the sole right and lawful authority to
grant the security interest described in this Agreement; and
(k) The Collateral is, and will remain, free and clear of all
liens, claims and encumbrances of every kind, nature and description, except
for (i) liens in favor of Secured Party, (ii) liens for taxes not yet due or
for taxes being contested in good faith and which do not involve, in the
reasonable judgment of Secured Party, any risk of the sale, forfeiture or loss
of any of the Collateral, and (iii) inchoate materialmen's, mechanic's,
repairmen's and similar liens arising by operation of law in the normal course
of business for amounts which are not delinquent (all of such permitted liens
being hereinafter referred to as "PERMITTED LIENS").
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3. COLLATERAL.
(a) Until the declaration of any default hereunder, Debtor shall
remain in possession of the Collateral; provided, however, that Secured Party
shall have the right to possess (i) any chattel paper or instrument that
constitutes a part of the Collateral, and (ii) any other Collateral which
because of its nature may require that Secured Party's security interest
therein be perfected by possession. Secured Party, its successors and assigns,
and their respective agents, shall have the right to examine and inspect any of
the Collateral at any time during normal business hours. Upon any request from
Secured Party, Debtor shall provide Secured Party with notice of the then
current location of the Collateral.
(b) Debtor shall (i) use the Collateral only in its trade or
business, (ii) maintain all of the Collateral in good condition and working
order, (iii) use and maintain the Collateral only in compliance with all
applicable laws, and (iv) keep all of the Collateral free and clear of all
liens, claims and encumbrances (except for Permitted Liens).
(c) Debtor shall not, without the prior written consent of Secured
Party, (i) part with possession of any of the Collateral (except to Secured
Party or for maintenance and repair), (ii) remove any of the Collateral from the
continental United States, or (iii) sell, rent, lease, mortgage, grant a
security interest in or otherwise transfer or encumber (except for Permitted
Liens) any of the Collateral.
(d) Debtor shall pay promptly when due all taxes, license fees,
assessments and public and private charges levied or assessed on any of the
Collateral, on the use thereof, or on this Agreement or any of the other Debt
Documents. At its option, Secured Party may discharge taxes, liens, security
interests or other encumbrances at any time levied or placed on the Collateral
and may pay for the maintenance, insurance and preservation of the Collateral
or to effect compliance with the terms of this Agreement or any of the other
Debt Documents. Debtor shall reimburse Secured Party, on demand, for any and
all costs and expenses incurred by Secured Party in connection therewith and
agrees that such reimbursement obligation shall be secured hereby.
(e) Debtor shall, at all times, keep accurate and complete records
of the Collateral, and Secured Party, its successors and assigns, and their
respective agents, shall have the right to examine, inspect, and make extracts
from all of Debtor's books and records relating to the Collateral at any time
during normal business hours.
(f) If agreed by the parties, Secured Party may, but shall in no
event be obligated to, accept substitutions and exchanges of property for
property, and additions to the property, constituting all or any part of the
Collateral. Such substitutions, exchanges and additions shall be accomplished
at any time and from time to time, by the substitution of a revised Collateral
Schedule for the Collateral Schedule now or hereafter annexed. Any property
which may be substituted, exchanged or added as a foresaid shall constitute a
portion of the Collateral and shall be subject to the security interest granted
herein. Additions to, reductions or exchanges of, or substitutions for, the
Collateral, payments on account of any obligation or liability secured hereby,
increases in the obligations and liabilities secured hereby, or the creation of
additional obligations and liabilities secured hereby, may from time to time be
made or occur without affecting the provisions of this Agreement or the
provisions of any obligation or liability which this Agreement secures.
(g) Any third person at any time and from time to time holding all
or any portion of the Collateral shall be deemed to, and shall, hold the
Collateral as the agent of, and as pledge holder for, Secured Party. At any
time and from time to time, Secured Party may give notice to any third person
holding all or any portion of the Collateral that such third person is holding
the Collateral as the agent of, and as pledge holder for, the Secured Party.
4. INSURANCE.
The Collateral shall at all times be held at Debtor's risk, and Debtor
shall keep it insured against loss or damage by fire and extended coverage
perils, theft, burglary, and for any or all Collateral which are vehicles, for
risk of loss by collision, and where requested by Secured Party, against other
risks as required thereby, for the full replacement value thereof, with
companies, in amounts and under policies acceptable to Secured Party. Debtor
shall, if Secured Party so requires, deliver to Secured Party policies or
certificates of insurance evidencing such coverage. Each policy shall name
Secured Party as loss payee thereunder, shall provide for coverage to Secured
Party regardless of the breach by Debtor of any warranty or representation made
therein, shall not be subject to co-insurance, and shall provide for thirty
(30) days written notice to Secured Party of the cancellation or material
modification thereof. Debtor hereby appoints Secured Party as its attorney in
fact to make proof of loss, claim for insurance and adjustments with insurers,
and to execute or endorse all documents, checks or drafts in connection with
payments made as a result of any such insurance policies. Proceeds of insurance
shall be applied, at the option of Secured Party, to repair or replace the
Collateral or to reduce any of the Indebtedness secured hereby.
5. REPORTS.
(a) Debtor shall promptly notify Secured Party in the event of (i)
any change in the name of Debtor, (ii) any relocation of its chief executive
offices (iii) any relocation of any of the Collateral, (iv) any of the
Collateral being lost, stolen. missing, destroyed, materially damaged or worn
out, or (v) any lien, claim or encumbrance attaching or being made against any
of the Collateral other than Permitted Liens.
(b) Debtor agrees to furnish its annual financial statements and
such interim statements as Secured Party may require in form satisfactory to
Secured Party. Any and all financial statements submitted and to be submitted to
Secured Party have and will have been prepared on a basis of generally accepted
accounting principles, and are and will be complete and correct and fairly
present Debtor's financial condition as at the date thereof. Secured Party may
at any reasonable time examine the books and records of Debtor and make copies
thereof.
6. FURTHER ASSURANCES.
(a) Debtor shall, upon request of Secured Party, furnish to
Secured Party such further information, execute and deliver to Secured Party
such documents and instruments (including, without limitation, Uniform
Commercial Code financing statements) and do such other acts and things, as
Secured Party may at any time reasonably request relating to the perfection or
protection of the security interest created by this Agreement or for the
purpose of carrying out the intent of this Agreement. Without limiting the
foregoing, Debtor shall cooperate and do all acts deemed necessary or advisable
by Secured Party to continue in Secured Party a perfected first security
interest in the Collateral, and shall obtain and furnish to Secured Party any
subordinations, releases, landlord, lessor, or mortgagee waivers, and similar
documents as may be from time to time requested by, and which are in form and
substance satisfactory to, Secured Party.
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(b) Debtor hereby grants to Secured Party the power to sign
Debtor's name and generally to act on behalf of Debtor to execute and file
applications for title, transfers of title, financing statements, notices of
lien and other documents pertaining to any or all of the Collateral. Debtor
shall, if any certificate of title be required or permitted by law for any of
the Collateral, obtain such certificate showing the lien hereof with respect to
the Collateral and promptly deliver same to Secured Party.
(c) Debtor shall indemnify and defend the Secured Party, its
successors and assigns, and their respective directors, officers and employees,
from and against any and all claims, actions and suits (including, without
limitation, related attorneys' fees) of any kind, nature or description
whatsoever arising, directly or indirectly, in connection with any of the
Collateral.
7. EVENTS OF DEFAULT.
Debtor shall be in default under this Agreement and each of the other
Debt Documents upon the occurrence of any of the following "Event(s) of
Default":
(a) Debtor fails to pay any installment or other amount due or
coming due under any of the Debt Documents within ten (10) days after its due
date;
(b) Any attempt by Debtor, without the prior written consent of
Secured Party, to sell, rent, lease, mortgage, grant a security interest in, or
otherwise transfer or encumber (except for Permitted Liens) any of the
Collateral;
(c) Debtor fails to procure, or maintain in effect at all times,
any of the insurance on the Collateral in accordance with Section 4 of this
Agreement;
(d) Debtor breaches any of its other obligations under any of the
Debt Documents and fails to cure the same within thirty (30) days after written
notice thereof;
(e) Any warranty, representation or statement made by Debtor in
any of the Debt Documents or otherwise in connection with any of the
Indebtedness shall be false or misleading in any material respect;
(f) Any of the Collateral being subjected to attachment,
execution, levy, seizure or confiscation in any legal proceeding or otherwise;
(g) Any default by Debtor under any other agreement between Debtor
and Secured Party;
(h) Any dissolution, termination of existence, merger,
consolidation, change in controlling ownership, insolvency, or business failure
of Debtor or any guarantor or other obligor for any of the Indebtedness
(collectively "GUARANTOR"), or if Debtor or any Guarantor is a natural person,
any death or incompetency of Debtor or such Guarantor;
(i) The appointment of a receiver for all or of any part of the
property of Debtor or any Guarantor, or any assignment for the benefit of
creditors by Debtor or any Guarantor; or
(j) The filing of a petition by Debtor or any Guarantor under any
bankruptcy, insolvency or similar law, or the filing of any such petition
against Debtor or any Guarantor if the same is not dismissed within thirty (30)
days of such filing.
8. REMEDIES ON DEFAULT.
(a) Upon the occurrence of an Event of Default under this
Agreement, the Secured Party, at its option, may declare any or all of the
Indebtedness, including without limitation the Notes, to be immediately due and
payable, without demand or notice to Debtor or any Guarantor. The obligations
and liabilities accelerated thereby shall bear interest (both before and after
any judgment) until paid in full at the lower of eighteen percent (18%) per
annum or the maximum rate not prohibited by applicable law.
(b) Upon such declaration of default, Secured Party shall have all
of the rights and remedies of a Secured Party under the Uniform Commercial
Code, and under any other applicable law. Without limiting the foregoing,
Secured Party shall have the right to (i) notify any account debtor of Debtor
or any obligor on any instrument which constitutes part of the Collateral to
make payment to the Secured Party, (ii) with or without legal process, enter
any premises where the Collateral may be and take possession and/or remove said
Collateral from said premises, (iii) sell the Collateral at public or private
sale, in whole or in part, and have the right to bid and purchase at said sale,
and/or (iv) lease or otherwise dispose of all or part of the Collateral,
applying proceeds therefrom to the obligations then in default. If requested by
Secured Party, Debtor shall promptly assemble the Collateral and make it
available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties, unless this Collateral is labeled
non-severable on the Collateral Schedule. Secured Party may also render any or
all of the Collateral unusable at the Debtor's premises and may dispose of such
Collateral on such premises without liability for rent or costs. Any notice
which Secured Party is required to give to Debtor under the Uniform Commercial
Code of the time and place of any public sale or the time after which any
private sale or other intended disposition of the Collateral is to be made
shall be deemed to constitute reasonable notice if such notice is given to the
last known address of Debtor at least five (5) days prior to such action.
(c) Proceeds from any sale or lease or other disposition shall be
applied: first, to all costs of repossession, storage, and disposition
including without limitation attorneys', appraisers, and auctioneers' fees;
second, to discharge the obligations then in default; third, to discharge any
other Indebtedness of Debtor to Secured Party, whether as obligor, endorsor,
guarantor, surety or indemnitor; fourth, to expenses incurred in paying or
settling liens and claims against the Collateral; and lastly, to Debtor, if
there exists any surplus. Debtor shall remain fully liable for any deficiency.
(d) In the event this Agreement, any Note or any other Debt
Documents are placed in the hands of an attorney for collection of money due or
to become due or to obtain performance of any provision hereof, Debtor agrees
to pay all reasonable attorneys' fees incurred by Secured Party, and further
agrees that payment of such fees is secured hereunder. Debtor and Secured Party
agree that such fees to the extent not in excess of twenty percent (20%) of
subject amount owing after default (if permitted by law, or such lesser sum
as may otherwise be permitted by law) shall be deemed reasonable.
(e) Secured Party's rights and remedies hereunder or otherwise
arising are cumulative and may be exercised singularly or concurrently. Neither
the failure nor any delay on the part of the Secured Party to exercise any
right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial
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exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
Secured Party shall not be deemed to have waived any of its rights hereunder or
under any other agreement, instrument or paper signed by Debtor unless such
waiver be in writing and signed by Secured Party. A waiver on any one occasion
shall not be construed as a bar to or waiver of any right or remedy on any
future occasion.
(f) DEBTOR HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE
INDEBTEDNESS SECURED HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED
PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
9. MISCELLANEOUS.
(a) This Agreement, any Note and/or any of the other Debt
Documents may be assigned, in whole or in part, by Secured Party without notice
to Debtor, and Debtor hereby waives any defense. counterclaim or
cross-complaint by Debtor against any assignee, agreeing that Secured Party
shall be solely responsible therefor. Secured Party agrees to give Debtor
written notice after such assignment has occurred.
(b) All notices to be given in connection with this
Agreement shall be in writing, shall be addressed to the parties at their
respective addresses set forth hereinabove (unless and until a different address
may be specified in a written notice to the other party), and shall be deemed
given (i) on the date of receipt if delivered in hand, (ii) on the next business
day after being sent by express mail or by facsimile transmission, and (iii)
on the fourth business day after being sent by regular, registered or
certified mail. As used herein, the term "business day" shall mean and
include any day other than Saturdays, Sundays, or other days on which
commercial banks in New York, New York are required or authorized to be closed.
(c) Secured Party may correct patent errors herein and fill in all
blanks herein or in any Collateral Schedule consistent with the agreement of
the parties.
(d) Time is of the essence hereof. This Agreement shall be
binding, jointly and severally, upon all parties described as the "Debtor" and
their respective heirs, executors, representatives, successors and assigns, and
shall inure to the benefit of Secured Party, its successors and assigns.
(e) This Agreement, the Commitment Letter dated March 18, 1997 and
the Collateral Schedules constitute the entire agreement between the parties
with respect to the subject matter hereof and supersede all prior
understandings (whether written, verbal or implied) with respect thereto. This
Agreement and its Collateral Schedules shall not be changed or terminated
orally or by course of conduct, but only by a writing signed by both parties
hereto. Section headings contained in this Agreement have been included for
convenience only, and shall not affect the construction or interpretation
hereof.
(f) This Agreement shall continue in full force and effect until
all of the Indebtedness has been indefeasibly paid in full to Secured Party.
The surrender, upon payment or otherwise, of any Note or any of the other
documents evidencing any of the Indebtedness shall not affect the right of
Secured Party to retain the Collateral for such other Indebtedness as may then
exist or as it may be reasonably contemplated will exist in the future. This
Agreement shall automatically be reinstated in the event that Secured Party is
ever required to return or restore the payment of all or any portion of the
Indebtedness (all as though such payment had never been made).
IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally
bound hereby, have duly executed this Agreement in one or more counterparts,
each of which shall be deemed to be an original, as of the day and year first
aforesaid.
SECURED PARTY: DEBTOR:
GENERAL ELECTRIC CAPITAL CORPORATION NEXSTAR PHARMACEUTICALS, INC.
By: /s/ ILLEGIBLE By: /s/ XXXXXXX X. XXXX
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Title: Senior Credit Analyst Title: VP and CFO
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ADDENDUM NO. 1
TO MASTER SECURITY AGREEMENT
DATED AS OF MARCH 27, 1997
THIS ADDENDUM (this "ADDENDUM") amends and supplements the above referenced
Security Agreement (the "SECURITY AGREEMENT"), between General Electric Capital
Corporation ("SECURED PARTY") and Nexstar Pharmaceuticals, Inc. ("DEBTOR") and
is hereby incorporated into the Security Agreement as though fully set forth
therein. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Security Agreement.
The Security Agreement is hereby amended as follows:
1. XXI. ADDITIONAL COVENANTS.
(a) At all times during the term of the Security
Agreement, Debtor shall maintain: (i) unrestricted cash, cash
equivalents and investment grade securities (assuming such investment
securities are highly liquid) of at least $15,000,000; (ii) a tangible
net worth of no less than $60,000.000; and (iii) a total liabilities
to tangible net worth ratio of no more than 1.25:1, or within fifteen
(15) days after Debtor ceases to satisfy any such requirements, Debtor
shall cause to be delivered to Secured Party an irrevocable standby
letter of credit as described in Section XXI(c) below. Unrestricted
cash, cash equivalents and investment grade securities shall be
defined as being net of any non-GE Capital contingent liabilities
associated with other lease or loan cash triggers, pledge agreements,
etc. Except as defined herein, accounting terms used herein shall be
as defined, and all calculations hereunder shall be made, in accordance
with GAAP.
(b) Debtor's chief financial officer shall notify Secured
Party of the amount of Debtor's unrestricted cash, cash equivalents,
investment grade securities, tangible net worth and total liabilities
to tangible net worth ratio, and shall certify that such amounts are
in compliance with the requirements of Section XXI(a) above, such
notification and certification be provided within fifteen (15) days
after the end of each quarter, reflecting such information as of the
end of the quarter immediately preceding such notice, unless Debtor's
unrestricted cash, cash equivalents and investment grade securities
fall below $30,000,000.00 at which point reporting becomes monthly. If
Debtor fails timely to provide such notification and compliance
certificates, within fifteen (15) days after such failure, Debtor
shall cause to be delivered to Secured Party an irrevocable standby
letter of credit as described in Section XXI(c) below. A failure by
Debtor to provide such Letter of Credit or otherwise comply with this
Section XXI shall be a default hereunder.
(c) The irrevocable standby letter of credit provided
pursuant to this Addendum shall be (i) in the amount of the then
outstanding loan balance under all Notes, (ii) issued by a bank which
is acceptable to Secured Party in its sole discretion, (iii) in the
form attached as Exhibit A or as may be acceptable to Secured Party in
its sole discretion, and (iv) for an initial term of one (1) year with
automatic annual renewals thereafter (without amendment except for
extension of the then current expiration date by an additional year)
until Debtor has received written notice from Secured Party to the
effect that the Letter of credit is being released in its entirety.
Debtor shall also execute a Letter of Credit Agreement in the form
attached as Exhibit B.
2. SECTION XXII. All Schedules under this Security Agreement
shall be for a minimum of $200,000.00.
Except as expressly modified hereby, all terms and provisions of the Security
Agreement shall remain in full force and effect. This Addendum is not binding
nor effective with respect to the Security Agreement or the Equipment until
executed on behalf of Secured Party and Debtor by authorized representatives of
Secured Party and Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have caused this Addendum to be
executed by their duly authorized representatives as of the date first above
written.
SECURED PARTY: DEBTOR:
GENERAL ELECTRIC CAPITAL CORPORATION NEXSTAR PHARMACEUTICALS, INC.
By: /s/ [ILLEGIBLE] By: /s/ XXXXXXX X. XXXX
-------------------------------- ------------------------------
Name: [ILLEGIBLE] Name: Xxxxxxx X. Xxxx
------------------------------- ----------------------------
Title: [ILLEGIBLE] Title: VP & CFO
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