September 18, 2008 Barbara R. Mittman Grushko & Mittman, P.C. Attorneys at Law
Exhibit 10.1
September 18, 2008
Xxxxxxx X. Xxxxxxx
Xxxxxxx & Xxxxxxx, P.C.
Attorneys at Law
000 Xxxxx Xxxxxx, Xxxxx 0000
New York, NY 10176
Dear Xx. Xxxxxxx:
Reference is made to the Amended and Restated Collateral Agent Agreement dated December 5, 2006, by and among Xxxxxxx X. Xxxxxxx as Collateral Agent, Ceragenix Pharmaceuticals, Inc. (the “Company”), and the Lenders listed therein (the “Collateral Agent Agreement”). All terms used in this letter and not otherwise defined shall have the meanings given them in the Collateral Agent Agreement.
The Company and a Majority in Interest of the Lenders have agreed to amend the terms of the Notes and the Borrower Documents on the terms agreed to in the amendment agreements attached hereto as Attachment A and Attachment B (the “Amendments”). The terms of the Amendments are substantially similar and are made with respect to all of the Notes and with the same force and effect with respect to each of the Lenders.
The Lenders listed on the signature page hereto constitute a Majority in Interest under the Collateral Agent Agreement and represent all of the Lenders that are signatories to the Amendments. The Company hereby certifies the principal amount held by each Lender and the accompanying percentages shown on Attachment C as being accurate and correct as of the date hereof.
Accordingly, you are hereby instructed to amend the terms of the Notes and the Borrower Documents as provided for in the Amendments by affixing your signature thereto.
Thank you for your assistance.
Sincerely,
[Signature Page Follows]
LENDERS CONSTITUTING A MAJORITY IN INTEREST:
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MIDSUMMER INVESTMENTS, LTD |
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XXXXXX DIVERSIFIED STRATEGIES |
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MASTER FUND LLC SERIES BUS |
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BUSHIDO CAPITAL MASTER FUND LP |
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BCMF TRUSTEES LLC |
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LONGVIEW FUND |
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COMPANY:
CERAGENIX PHARMACEUTICALS, INC.
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Signature Page to Letter of Instruction
Dated September 18, 2008
ATTACHMENT A
FOURTH AMENDMENT AGREEMENT
See attached.
ATTACHMENT B
AUGUST 2008 AMENDMENT AGREEMENT
See attached.
ATTACHMENT C
PRINCIPAL AMOUNTS
Ceragenix Pharmaceuticals, Inc.
August 2008 Debt Amendments
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Outstanding |
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% of Total |
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Balance |
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Debt |
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Holders Approving Amendment |
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Longview Fund |
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2,057,189 |
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23.91 |
% |
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Longview Equity Fund |
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550,000 |
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6.39 |
% |
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Midsummer |
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3,300,000 |
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38.36 |
% |
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Bushido Capital Master Fund |
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550,916 |
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6.40 |
% |
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Xxxxxx Diversified Fund |
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550,000 |
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6.39 |
% |
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BCFM Trustees |
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895,656 |
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10.41 |
% |
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7,903,761 |
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91.88 |
% |
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Holders Not Approving Amendment |
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Alpha Capital |
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495,000 |
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5.75 |
% |
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ACM SPV |
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179,865 |
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2.09 |
% |
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Xxxxx Xxxxxx |
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9,923 |
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0.12 |
% |
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CFRR Holdings |
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13,640 |
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0.16 |
% |
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698,428 |
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8.12 |
% |
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Totals |
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8,602,189 |
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100.00 |
% |
