February 27, 2008
February 27, 2008
inVentiv
Health, Inc.
000
Xxxxxxxxxx Xxxx
Vantage
Court North
Somerset,
New Jersey 08873
Attn: Xxxxx
Xxxxxx, Chief Financial Officer
Ladies
and Gentlemen:
BLUE RIDGE INVESTMENTS, L.L.C.
(“Lender”) is
pleased to make available to INVENTIV HEALTH, INC., a
Delaware corporation (“Borrower”), a
reducing line of credit facility on the terms and conditions set forth below and
in that certain Promissory Note dated as of even date herewith executed by
Borrower in favor of Lender substantially in the form attached hereto (the
“Note”). Terms
not defined herein have the meanings assigned to them in the Note).
Commitment
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Subject
to the terms and conditions set forth herein and in the Note, Xxxxxx
agrees to make available to Borrower in multiple drawdowns until the
Maturity Date one or more term loans (each, a “Loan” and
collectively, the “Loans”) in an
aggregate principal amount not exceeding Thirty Million Five Hundred
Twenty Seven Thousand Three Hundred and Sixteen Dollars ($30,527,316)
(as such amount is reduced in accordance with the requirements of the
Note, the “Commitment”). Within
the foregoing limit, Borrower may borrow, repay and reborrow Loans until
the Maturity Date up to the Commitment, subject to the conditions set
forth herein and in the Note. Borrower may permanently reduce or terminate
the Commitment by giving five days’ written notice to
Xxxxxx.
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Interest:
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Each
Loan shall bear interest at the rate(s) of interest described in the
Note. Accrued and unpaid interest on each Loan shall be due and
payable as set forth in the Note.
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Principal:
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Any
redemptions resulting in cash distributions received by Borrower in
connection with Xxxxxxxx’s ownership interest in Columbia Strategic Cash
Portfolio, a series of Columbia Qualified Purchaser Funds, LLC, a Delaware
limited liability company (“Columbia Strategic Cash Fund”), shall be
applied to reduce the outstanding principal amount of the
Loans. The Commitment shall be permanently reduced by the
amount of the cash distribution. With each borrowing request,
Borrower shall certify in writing to the Lender that the total borrowings
under the Commitment, including the requested Loan, do not exceed 100% of
the Borrower’s account value in the Columbia Strategic Cash Fund,
calculated based on the current net asset value of the Borrower’s
ownership interest in the Fund (“Borrowing Base”). If at any
time the outstanding principal amount of the Loans exceeds the Borrowing
Base by an amount greater than or equal to $150,000, the Borrower shall
repay to the Lender the difference between the Borrowing Base and the
outstanding principal balance of the Note within two business days of
demand therefor by the Lender.
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Maturity
Date:
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The
outstanding principal of each Loan shall be due and payable on the dates
set forth in the Note, but no later than the earlier of (i) the next
succeeding business day after the date of the last redemption by inVentiv
of all of its remaining shares in the Columbia Strategic Cash Fund, or
(ii) December 1, 2008 (the “Maturity
Date”). Loans may be prepaid as described in the
Note.
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Guaranty: Indebtedness
under the Note shall be guaranteed by all subsidiaries of the Borrower
that are now or hereafter Subsidiary Guarantors under that certain Amended
and Restated Credit Agreement, dated as of July 6, 2007, among the
Borrower, Subsidiary Guarantors, the Lenders, UBS Securities LLC, as
bookmanager, KeyBank N.A. as co-documentation agent, General Electric
Capital Corporation, as co-documentation agent, UBS Loan Finance LLC, as
swingline lender, UBS AG, Stamford Branch, as issuing Bank and
Administrative Agent and Collateral Agent, Banc of America Securities LLC,
as joint lead arranger, and Bank of America, N.A. as syndication agent (as
may be amended, restated or replaced from time to time, the “Credit
Agreement”), pursuant to a Guaranty substantially in the form
attached.
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Requests
for Loans:
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Any
request for a Loan must be received by Xxxxxx at the address, telephone
number or facsimile number listed below Xxxxxx’s signature not later than
1:00 p.m. Boston time, on the date of the requested Loan (which must be a
day on which Lender is open to conduct substantially all of its
business).
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Documentation:
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The
Loans shall be evidenced by the Note. Xxxxxxxx shall
execute and deliver to Lender such other documents evidencing the Loan as
Lender may reasonably request from time to
time.
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Termination:
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Borrower
may terminate this letter agreement by notice to Lender at any time when
there are no Loans outstanding. Upon any such termination,
Xxxxxx shall return the original Note to Borrower marked
“cancelled”.
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Notice:
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Lender
hereby notifies Borrower that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26,
2001)) (the “Act”), Xxxxxx
is required to obtain, verify and record information that identifies
Borrower, which information includes the name and address
of
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Borrower
and other information that will allow Lender to identify Borrower in
accordance with the Act.
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Please
indicate your agreement to the foregoing by signing and returning to Lender the
enclosed copy of this letter at the address shown immediately beneath its
signature below.
Very
truly yours,
Address for Lender for Notices of
Borrowing:
Blue
Ridge Investments, L.L.C.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx,
Xxxxx 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
Attention:
Xxxx Xxxxxxxxxxxxx
Xxxx.x.xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx
Address for Other Notices to
Lender:
Blue
Ridge Investments, L.L.C.
000
X. Xxxxx Xxxxxx
Xxxxxxxxx,
Xxxxx Xxxxxxxx
Attention: Xxxxxx
Xxxx
Senior
Vice President
Facsimile:
000-000-0000
With
a copy of all notices to:
Xxxxx
Xxxxxxx
Bank
of America
Senior
Vice President
000
Xxxxxx Xxx
Xxxxxxxx,
Xxx Xxxxxx 00000
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BLUE
RIDGE INVESTMENTS, L.L.C.
By /s/ Xxxxxx
Xxxx
Name Xxxxxx
Xxxx
Title SVP
Finance
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Acknowledged
and Agreed:
INVENTIV
HEALTH, INC.
By: /s/ Xxxxx
Xxxxxx
Name: Xxxxx
Xxxxxx
Title: CFO
Address for Notices to
Borrower:
inVentiv
Health, Inc.
000
Xxxxxxxxxx Xxxx
Vantage
Court North
Somerset,
New Jersey 08873
Attention: Chief
Financial Officer
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
with a
copy to
Xxxxxxx
X. Xxxxxxxxxx
Akerman
Senterfitt LLP
000
Xxxxxxx Xxxxxx, Xxxxx 0000
New York,
New York 10017
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
PROMISSORY
NOTE
$30,527,316 February 27, 2008
FOR VALUE
RECEIVED, the undersigned, INVENTIV HEALTH, INC., a
Delaware corporation (“Borrower”), hereby
promises to pay to the order of BLUE RIDGE INVESTMENTS L.L.C.
(“Lender”), at
its office as Lender may designate from time to time, in lawful money of the
United States of America and in immediately available funds, the principal
amount of Thirty Million Five Hundred Twenty Seven Thousand Three Hundred
Sixteen Dollars ($30,527,316)
or such lesser amount as shall equal the aggregate unpaid principal amount of
advances (each a “Loan” and
collectively the “Loans”) made by
Lender to Borrower under this Promissory Note (this “Note”), and to pay
interest on the unpaid principal amount of the Loans at the rate per annum and
on the dates specified below. Loans hereunder are also subject to the
terms and conditions set forth in that certain letter loan agreement dated as of
even date herewith between Borrower and Lender (the “Letter
Agreement”). Terms not defined herein have the meanings
assigned to them in the Letter Agreement.
Borrower
may request Loans by irrevocable notice to be given to Lender in accordance with
the Letter Agreement.
Each Loan
shall bear interest at a rate per year equal to the BBA LIBOR Daily Floating
Rate plus 0.35% per annum. The BBA LIBOR Daily Floating Rate is a
fluctuating rate of interest equal to the rate per annum equal to the British
Bankers Association LIBOR Rate (“BBA LIBOR”) , as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as selected by Bank from time to time) as determined for
each banking day at approximately 11:00 a.m. London time two (2) London Banking
Days
prior to the date in question, for U.S. Dollar deposits (for delivery on the
first day of such interest period) with a one month term, as customarily
adjusted from time to time in Lender’s reasonable discretion for changes in
reserve requirements, deposit insurance assessment rates and other regulatory
costs. If such rate is not available at such time for any reason,
then the rate for that interest period will be determined by such alternate
method as is reasonably selected by Xxxxxx. A "London Banking Day" is
a day on which banks in London are open for business.
Interest
on the principal of this Note shall be payable on the first of each month
commencing on April 1, 2008 and continuing on the same day of each month
thereafter until the indebtedness evidenced hereby is paid in
full. Any cash principal distributions received by Borrower in
connection with Xxxxxxxx’s ownership interest in the Columbia Strategic Cash
Fund, shall be applied to reduce the principal balance of this
Note. Distributions of interest or earnings on the Columbia Strategic
Cash Fund will not be required to be applied to reduce the principal balance of
this Note. If, at any time, the outstanding principal balance of this
Note exceeds the Borrower’s account value in the Columbia Strategic Cash Fund
based on the calculation described in the Letter Agreement , Borrower shall make
a principal payment hereunder equal to the difference between the account value
of the Fund and the outstanding principal of this Note within two business days
of demand therefor by the Lender. The Loans, and all accrued and unpaid interest
thereon, shall be due and payable in full on December 1, 2008. Lender
may, if and to the extent any payment is not made when due hereunder, charge
from time to time against any or all of Borrower’s accounts with Lender any
amount so due. The Loans or any portion thereof may be prepaid by Borrower at any time without premium or penalty.
Each Loan
and each payment by Borrower will be evidenced by records kept by the
Lender. Interest
shall be computed on the basis of a year of 360 days and the actual days elapsed
(including the first day but excluding the last day). Overdue
principal and, to the extent permitted by applicable law, interest shall bear
interest, payable upon demand, for each day from and including the due date to
but excluding the date of actual payment at a rate per annum 4% higher than the
rate of interest otherwise provided under this Note (2% higher than the rate of
interest otherwise provided under this Note if the overdue amount became due
solely as a result of a change in the net asset value of the Columbia Strategic
Cash Fund). Whenever any payment under this Note is due on a day that is not a
day Lender is open to conduct substantially all of its business, such payment
shall be made on the next succeeding day on which Lender is open to conduct
substantially all of its business, and such extension of time shall in such case
be included in the computation of the payment of interest.
The date,
amount, interest rate, and each payment of principal and interest due on this
Note, shall be recorded by Xxxxxx on its books, which record shall, in the
absence of manifest error, be conclusive as to such matters; provided, that the
failure of Lender to make any such record or any error therein shall not limit
or otherwise affect the obligations of Borrower hereunder.
Borrower
shall reimburse or compensate Lender, upon demand, for all costs incurred,
losses suffered or payments made by Lender which are applied or reasonably
allocated by Lender to the transactions contemplated herein (all as determined
by Lender in its reasonable discretion) by reason of any and all future changes
in reserve, deposit, capital adequacy or similar requirements or compliance by
Lender with any directive, or requirements from any regulatory authority,
whether or not having the force of law, in each case instituted after the date
hereof with respect to assets, liabilities or commitments of, or extensions of
credit by, Lender to the extent the foregoing result in a change to Lender of
the cost of extending or maintaining the Loans.
Borrower
hereby waives presentment, protest, demand, or other notice of any kind in
connection with this Note.
Borrower
represents and warrants to Lender that: (a) it is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization; (b) the execution, issuance and delivery of the Letter Agreement,
this Note and any other document, agreement or instrument executed and delivered
in connection herewith (collectively, the “Loan Documents”) are
within its powers and have been duly authorized; (c) each Loan Document is
valid, binding and enforceable in accordance with its terms, is not in violation
of law or regulation or of the terms of Borrower’s organizational documents, and
does not result in the breach of or constitute a default under any indenture,
agreement, instrument or undertaking to which Borrower is a party or by which it
or its property may be bound or affected; (d) the proceeds of the Loans shall be
used solely for general corporate purposes; provided, however, that
Borrower shall not use any part of the proceeds of any Loan to purchase or carry
any margin stock within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System or to extend credit to others for the purpose of
purchasing or carrying any margin stock; (e) there is no event which is, or with
notice or lapse of time or both would be, an Event of Default (as defined below)
under this Note; and (f) the person or persons executing any Loan Document on
behalf of Borrower are duly appointed officers or other representatives of
Borrower with authority to execute and deliver each Loan Document on behalf of
Xxxxxxxx.
The
obligation of Lender to make any Loan shall be subject to the condition that,
and the request of Borrower for a Loan and the receipt by Borrower of the
proceeds thereof shall be deemed a representation and warranty by Borrower that
as of the date of such request and receipt: (a) all representations
and warranties contained in any Loan Document are true and correct and with the
same force and effect as though such representations and warranties had been
made on and as of the date of such request and receipt and (b) no Event of
Default under this Note exists or would result from the making of the
Loan. Before Lender is required to make any Loan under this Note, it
must receive any documents provided for herein and any customary drawdown items
it may reasonably require, in form and content acceptable to
Lender. It is agreed that opinions of counsel will not be required in
connection with any extension of credit hereunder.
Each of
the following shall constitute an Event of Default hereunder: (a)
Borrower shall fail to pay within two business days of the date when due any
principal of or interest on any Loan; (b) Borrower shall fail to comply with
Borrowing Base requirement set forth in the Letter Agreement; (c)any other
covenant or agreement in any Loan Document and such failure continues for 10
business days after written notice thereof is given by Lender to Borrower; (d)
an event of default shall occur under the terms of any other indebtedness in
excess of $10,000,000 owing to Lender or any other creditor for which Borrower
or any of its subsidiaries is liable, whether as principal obligor, guarantor,
or otherwise, including, without limitation, a default under the Credit
Agreement; (e) any representation, warranty, certification, or statement made or
deemed made by Borrower to Lender shall prove to have been incorrect or
misleading in any material respect when made; (f) Borrower shall dissolve,
liquidate, or terminate its legal existence or shall convey, transfer, lease, or
dispose of (whether in one transaction or a series of transactions) all or
substantially all of its assets to any person or entity; (g) a petition shall be
filed by or against Borrower or any of its subsidiaries under any law relating
to bankruptcy, reorganization, or insolvency and, in the case of any such
petition filed against Borrower or any of its subsidiaries, shall not have been
dismissed within 60 days from the date of filing; or (h) Borrower or any of its
subsidiaries shall make an assignment for the benefit of creditors or fail
generally to pay its debts as they become due, or a receiver, trustee, or
similar official shall be appointed over Borrower or any of its subsidiaries or
a substantial portion of any of their respective assets. If an Event
of Default shall have occurred, Lender may take any one or more of the following
actions: (i) terminate the Commitment, (ii) declare the outstanding principal of
and accrued and unpaid interest on this Note and the Loans, together with all
other amounts payable under any Loan Document, to be immediately due and payable
without presentment, protest, demand, or other notice of any kind, all of which
are hereby waived by Borrower and (iii) exercise any rights and remedies it may
have under this Note or any other Loan Document or under applicable law or in
equity; provided, however, that upon
the occurrence with respect to Borrower of any event specified in clause (g) or
(h) of the preceding sentence, the Commitment shall automatically terminate, and
the outstanding principal and accrued and unpaid interest on this Note and the
Loans, together with all other amounts payable hereunder, shall become
immediately due and payable without presentment, protest, demand, or other
notice of any kind, all of which are hereby waived by Xxxxxxxx.
No
failure or delay by Xxxxxx in exercising, and no course of dealing with respect
to, any right, power, or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise of any right, power, or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power, or privilege. The rights and remedies of Lender
provided herein shall be cumulative and not exclusive of any other rights or
remedies provided by law. If any provision of this Note shall be held
invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions
hereof. Except as set forth herein or therein, no provision of this
Note may be modified or waived except by a written instrument signed by Xxxxxx
and Xxxxxxxx.
Borrower
will indemnify and hold Lender harmless from any losses, liabilities, damages,
judgments, and costs of any kind relating to or arising directly or indirectly
out of (a) this Note or any other Loan Document, (b) any credit extended by
Lender to Borrower hereunder or the use thereof, (c) any litigation or
proceeding related to or arising out of any Loan Document or any such credit, or
(d) failure by Borrower to comply with any law or regulation; provided that such indemnity
shall not (i) encompass any losses, liabilities, damages, judgments or costs
related to the Columbia Strategic Cash Fund, (ii) entitle Lender to any payment
with respect to legal fees or other transaction costs (including internal cost
allocations) incurred by Lender in order to extend or, other than during the
continuance of an Event of Default, maintain the credit provided for hereunder
or (iii) be available to the extent that such losses, liabilities,
damages, judgments or costs (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of Lender or (y) result from a claim
brought by Borrower against Lender for breach in bad faith of Xxxxxx's
obligations hereunder or under any other Loan Document, if Xxxxxxxx has obtained
a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction. This indemnity includes but is not
limited to attorneys’ fees , except as set forth above. This
indemnity extends to Lender, its affiliates and the partners, directors,
officers, employees, agents and advisors of Lender and of Lender’s
affiliates. This indemnity will survive repayment of Borrower’s
obligations to Lender under this Note and termination of the
Commitment. All sums due to Lender pursuant to this paragraph shall
be due and payable upon demand.
This Note
shall be binding upon Borrower and its successors and assigns and inure to the
benefit of Xxxxxx and its successors and assigns, provided, however, that no
obligations or rights of Borrower hereunder can be assigned without the prior
written consent of Xxxxxx. Lender may assign to one or more banks or
other entities all or any part of, or may grant participations to one or more
banks or other entities in or to all or any part of, this Note, any other
document or agreement executed or delivered in connection herewith or any Loan
or Loans hereunder and its rights and obligations hereunder or thereunder.
Xxxxxxxx agrees that Lender may disclose to any assignee or purchaser, or any
prospective assignee or purchaser, any and all information in Xxxxxx’s
possession concerning Borrower, this Note, and any security for this Note,
provided that the disclosure of any information that is identified by Borrower
as material non-public information must be made subject to an acknowledgment by
the recipient of the same and the undertaking of such recipient not to engage in
any transaction in securities of Borrower on the basis thereof in violation of
applicable law, including Section 10(b) of the Securities and Exchange Act of
1934, as amended, and Rule 10b-5 thereunder.
Borrower
shall pay on demand all costs and expenses (including reasonable attorneys’ fees
and the allocated costs of internal counsel) incurred by Xxxxxx in connection
with the enforcement or attempted enforcement of this Note or any Loan Document
upon the occurrence of an Event of Default.
Notwithstanding
the other provisions of this Note, the interest rate will not exceed the maximum
rate permitted by federal law or other law applicable to Lender, whichever is
higher. If, at any time, the rate of interest, together with all
amounts which constitute interest and which are reserved, charged or taken by
Lender as compensation for fees, services or expenses incidental to the making,
negotiating or collection of the Loans, shall be deemed by any competent court
of law, governmental agency or tribunal to exceed the maximum rate of interest
permitted to be charged by Lender to Borrower under applicable law, then, during
such time as such rate of interest would be deemed excessive, that portion of
each sum paid attributable to that portion of such interest rate that exceeds
the maximum rate of interest so permitted shall be deemed a voluntary prepayment
of principal. As used herein, the term “applicable law” shall mean
the law in effect as of the date hereof; provided, however, that in the event
there is a change in the law which results in a higher permissible rate of
interest, then this Note shall be governed by such new law as of its effective
date.
All
notices required under this Note shall be in writing and shall be personally
delivered or sent by first class mail, postage prepaid, or by overnight courier,
to Borrower or Lender, as the case may be, at its address set forth below, or
sent by facsimile to the facsimile number set forth for such party below, or to
such other addresses or facsimile numbers as Lender and Borrower may specify
from time to time in writing. Notices and other communications sent
by (a) first class mail shall be deemed delivered on the earlier of actual
receipt or on the fourth business day after deposit in the U.S. mail, postage
prepaid, (b) overnight courier shall be deemed delivered on the next business
day after deposit with the overnight courier, (c) other methods of hand-delivery
(including telegram, lettergram or mailgram) shall be deemed delivered when
delivered, and (d) facsimile shall be deemed delivered upon receipt of
confirmation.
This Note
shall be governed by and construed in accordance with the laws of the State of
New York and the applicable laws of the United States of America, without regard
to principles of conflict of laws.
BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE, ANY OTHER DOCUMENT OR INSTRUMENT
EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT. EACH OF BORROWER AND XXXXXX AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT XXXXXX MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, ANY
OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AGAINST BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.
BORROWER
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, ANY
OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY COURT REFERRED TO IN THE
IMMEDIATELY PRECEDING PARAGRAPH. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.
BORROWER
HERETO IRREVOCABLY AGREES THAT SERVICE OF PROCESS BY XXXXXX IN CONNECTION WITH
ANY SUCH ACTION OR PROCEEDING SHALL BE BINDING ON BORROWER IF SENT TO BORROWER
BY REGISTERED OR CERTIFIED MAIL AT ITS ADDRESS SPECIFIED BELOW OR SUCH OTHER
ADDRESS AS FROM TIME TO TIME NOTIFIED BY BORROWER IN ACCORDANCE WITH THE TERMS
HEREOF. NOTHING IN THIS NOTE WILL AFFECT THE RIGHT OF LENDER OR
BORROWER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.
EACH OF
BORROWER AND LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, ANY
OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH OF BORROWER AND XXXXXX (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT HAS BEEN INDUCED TO ENTER INTO OR ACCEPT THIS NOTE BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
THIS NOTE
AND ANY OTHER DOCUMENTS EXECUTED IN CONNECTION XXXXXXXX REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Xxxxxxxx
has caused this Note to be duly executed as of the date first above
written.
INVENTIV
HEALTH, INC.
By:
___________________________
Title:
__________________________
Address
for Notices:
000
Xxxxxxxxxx Xxxx
Vantage
Court North
Somerset,
New Jersey 08873
Attention:_______________________
Facsimile:
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Address
for Notices to Lender:
|
Address for Lender for
Notices of Borrowing:
Blue
Ridge Investments, L.L.C.
000 Xxxx
Xxxxxx, 00xx Floor
Dallas,
Texas 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
Attention:
Xxxx Xxxxxxxxxxxxx
Xxxx.x.xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx
Address for Other Notices to
Lender:
Blue
Ridge Investments, L.L.C.
000 X.
Xxxxx Xxxxxx
Charlotte,
North Carolina
Attention: Xxxxxx
Xxxx
Senior
Vice President
Facsimile:
000-000-0000
With a
copy of all notices to:
Xxxxx
Xxxxxxx
Senior
Vice President
000
Xxxxxx Xxx
Cranford,
New Jersey 07016
May ___,
2008
inVentiv
Health, Inc.
000
Xxxxxxxxxx Xxxx
Vantage
Court North
Somerset,
New Jersey 08873
Attention:
Attn: Xxxxx Xxxxxx, Chief Financial Officer
with a
copy to
Xxxxxxx
X. Xxxxxxxxxx
Akerman
Senterfitt LLP
000
Xxxxxxx Xxxxxx, Xxxxx 0000
New York,
New York 10017
Re: Extension
of Maturity Date
Dear Xx.
Xxxxxx:
Reference is made to the Letter
Agreement, dated February 27, 2008, by and between, Blue Ridge Investments,
L.L.C., as Lender, and inVentiv Health, Inc., as Borrower (the “Letter
Agreement”), and to Promissory Note, dated February 27, 2008, in favor of the
Lender evidencing a revolving credit facility in the maximum principal amount of
Thirty Million Five Hundred Twenty Seven Thousand Three Hundred Sixteen Dollars
($30,527,316) (the “Note”).
The Borrower has requested that the
Letter Agreement, Note, and all documents, instruments and agreements that
evidence, govern, guaranty or secure the Note (the "Loan Documents") be modified
for the purpose of extending the Maturity Date of the Loan Documents (as such
term is defined in the Letter Agreement) and the Lender has agreed to such
extension.
The Lender agrees that the Maturity
Date as set forth in the Loan Documents shall be extended from December 1, 2008
to July 1, 2009.Nothing herein contained or implied shall be construed as a
waiver of any other provision of the Loan Documents or any other document
executed in connection with the Loan Documents or a waiver of any presently
existing or future default in the non-payment of principal and/or interest or
any other amounts due under the Loan Documents.
The Borrower hereby warrants and
represents that the representations and warranties contained in the Loan
Documents continue to be true and correct and that no event of default, and no
event which with the giving of notice or lapse of time or both would become an
event of default, has occurred or is continuing under the Loan
Documents.
The Borrower and each guarantor hereby
ratify and confirm in all respects and without condition all of the terms and
provisions of the Loan Documents, as modified herein, as applicable, and each
agrees that said terms and provisions, except to the extent expressly modified
herein, continue in full force and effect.
This letter shall be binding upon the
Borrower and each endorser and guarantor of the Loan Documents and their
respective successors, heirs and assigns and shall inure to the benefit of the
Lender and its successors and assigns. This Agreement shall take
effect as a sealed instrument and shall be governed by the laws of the State of
New York.
In no event shall this letter agreement
constitute or be construed as a waiver or release of the obligations of any
maker, guarantor, endorser or other person liable for the Borrower’s obligations
under the Note, and the obligations of such parties shall remain in full force
and effect.
If this letter extending the Maturity
Date is acceptable, please acknowledge below and return the acknowledged copy to
me.
Sincerely,
BLUE RIDGE INVESTMENTS,
L.L.C.
By: _/s/ Xxxx
Xxxxxxxxxx_________________
Name: Xxxx
Xxxxxxxxxx
Title: VP; Controller
This
letter is agreed to by:
WITNESS:
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INVENTIV
HEALTH, INC.
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/s/ Xxxxx
XxXxxxx____________________
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By:/s/ Xxxxx
Xxxxxx________________
NAME: Xxxxx
Xxxxxx
TITLE: CFO
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GUARANTORS:
ADHERIS,
INC.
XXXXXXX XXXXXXX LLC
ANOVA CLINICAL RESOURCES
LLC
AWAC
LLC
BIOSECTOR
2 LLC
BLUE
DIESEL, LLC
CADENT
MEDICAL COMMUNICATIONS, LLC
XXXXXXXXXXX
COMMUNICATIONSGROUP, INC.
XXXXXXXXXXX
COMMUNICATIONS LLC XXXXXXXX CHICCO LLC
XXXXXXXX
CHICCO AGENCY, LLC CREATIVE HEALTHCARE SOLUTIONS,LLC
DIALOGCOACH
LLC
FRANKLIN
PHARMA SERVICES, LLC XXXXXX, XXXXX/WEISHEIMERADVERTISING, LLC
HEALTH
PRODUCTS RESEARCH, INC.
HHI
CLINICAL & STATISTICALRESEARCH SERVICES, L.L.C.
IGNITE
HEALTH LLC
INCHORD
GLOBAL, LLC
INCHORD
HOLDING CORPORATION
INVENTIV
CLINICAL SOLUTIONS LLC INVENTIV COMMUNICATIONS, INC.
MEDCONFERENCE
LLC
MEDFOCUS
LLC
NAVICOR
GROUP, LLC PHARMACEUTICAL RESOURCESOLUTIONS LLC
PROMOTECH
RESEARCH ASSOCIATES, INC.
XXXXX
XXXXXX ASSOCIATES LLC
XXXXX
XXXXXX CONSULTING XXXXXXXX
XXXXX
XXXXXX HOLDINGCORPORATION
STONEFLY
COMMUNICATIONS GROUP, LLC
STRATEGYX,
LLC
SYNERGOS
LLC
VENTIV
COMMERCIAL SERVICES, LLC
Y BRAND
OUTLOOK, LLC
By: /s/ Xxxxx
Xxxxxx_______
Printed Name: Xxxxx
Xxxxxx
Title: Vice President