Exhibit 2.18
SECOND AMENDMENT TO THE
CONVERTIBLE PROMISSORY NOTES
This SECOND AMENDMENT is dated as of May __, 2005, by and among Minrad
International, Inc., a Delaware corporation (the "Borrower"), Xxxxx Xxxxx
("Xxxxx"), and the Xxxxxx Xxxxx Family Trust (the "Trust"), (Xxxxx and the Trust
being, collectively, the "Lenders").
WHEREAS, the Borrower and the Lenders executed the first Amendment to
the Convertible Promissory Notes ("First Amendment"), dated May ___, 2005 and
attached hereto as Exhibit A, in connection with certain promissory notes (the
"Notes"), issued in connection with certain other Loan Documents, dated February
2005, by and among the parties hereto and referenced in the Notes, including a
Mortgage and Security Agreement, the Guarantee Agreement, the Registration
Rights Agreements, the Warrant Agreements, the Note Subscription Agreements, and
other loan and collateral documents evidencing or securing the obligation
(collectively, the "Loan Documents').
WHEREAS, the Borrower has requested additional time to fulfill certain
obligations under the Amendment and Notes and the Lenders desire to grant such a
request, so as to avoid an "Event of Default" under the Notes.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained in this Agreement, the parties agree as follows:
The Borrower acknowledges that as of the date hereof, it has not
complied with its closing obligations under Section 1(d) of the Note
Subscription Agreement (referenced in the Loan Documents), and Section 8 of the
First Amendment, and the Borrower hereby covenants that within twenty (20)
business days following the execution of this Second Amendment, the Borrower
will deliver a second mortgage on the Borrower's facility located at 0000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000, and a security interest in all
personal property at that location, in a form substantially similar to the
Mortgage and Security Agreement, attached hereto as Exhibit B, as described in
the Notes, as amended, and the referenced therein. A breach of this obligation
shall be considered an "Event of Default" under the Notes.
Except as specifically amended by this Second Amendment, each of the Notes, the
First Amendment and the other Loan Documents shall continue in full force and
effect. This Second Amendment shall be governed by and construed in accordance
with New York law. This Second Amendment, the First Amendment and the Loan
Documents represent the entire agreement of the parties with respect to the
subject matter, and any amendment or modification to this Second Amendment,
First Amendment or the other Loan Documents must be in writing and signed by the
parties.
1 of 2
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed, all as of date first above written.
MINRAD INTERNATIONAL, INC.
a Delaware corporation
By:_____________________________
Xxxxxx X. Xxxxx, Xx., President and CEO
-------------------------------
Xxxxx X. Xxxxx
XXXXX FAMILY TRUST
By:_____________________________
Xxxxxx Xxxxx, Trustee
2 of 2
