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Exhibit 99.D
May 24, 2001
Miravant Medical Technologies,
000 Xxxxxx Xxxxx,
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000,
Attention: Xxxx X. Xxxxxxx.
We refer to (i) that certain Warrant Agreement, dated as of
February 18, 1999 (the "WARRANT AGREEMENT"), between Miravant Medical
Technologies, a Delaware corporation (the "COMPANY"), and Pharmacia Treasury
Services AB (formerly Pharmacia & Upjohn Treasury Services AB), a Swedish
corporation (the "INITIAL HOLDER") and (ii) that certain Amended and Restated
Credit Agreement, of even date herewith (the "AMENDED AND RESTATED CREDIT
AGREEMENT"), between the Company and the Initial Holder. Terms used but not
defined herein shall have the meaning ascribed to such terms in the Warrant
Agreement and the Amended and Restated Credit Agreement.
1. Effective as of the Effective Time (as defined in the
Amended and Restated Credit Agreement), the following definitions in the Warrant
Agreement are hereby amended and restated in their entirety as follows:
"CREDIT AGREEMENT" means the Amended and Restated
Credit Agreement, dated as of May 24, 2001, between the Company and the
Initial Holder.
"TERM LOAN" has the meaning assigned to that term in
the Amended and Restated Credit Agreement.
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"QUARTERLY LOAN" has the meaning assigned to the term
"Original Quarterly Loan" in the Amended and Restated Credit Agreement.
2. Effective as of the Effective Time, Section
2.01 of the Warrant Agreement is hereby amended and restated
in its entirety as follows:
Section 2.01 ISSUANCE AND GRANT OF WARRANTS. In
connection with the delivery by the Company of each Borrowing Request
pursuant to Section 2.02 of the Credit Agreement, the Company will
issue and grant to the Initial Holder a number of Warrants equal to the
Warrant Number. In the event that the Company has complied with its
obligations pursuant to the Credit Agreement and the Initial Holder
fails to make the Quarterly Loan or the Term Loan contemplated by
Section 2.02 of the Credit Agreement, the Warrants evidenced by the
Warrant Certificate that accompanies the related Borrowing Request
shall be null and void; PROVIDED, HOWEVER, that if the Initial Holder
fails to make such Quarterly Loan or Term Loan as a result of the
Company's cancellation or revocation of such Borrowing Request or as a
result of the Company's failure to comply with its obligations under
the Credit Agreement, such Warrants and such Warrant Certificate shall
not be rendered null, void or otherwise invalid.
3. This Letter Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original by the parties
executing such counterpart, but all of which shall be considered one and the
same instrument.
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Please acknowledge your acceptance of the foregoing by
executing below.
Sincerely,
PHARMACIA TREASURY SERVICES AB
By: /s/ Xxxxxxxxx Xxx Xxxxx
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Title: Vice President and
Treasurer
By: /s/ Xxxxxxx Xxxx
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Title: Assistant Treasurer
Acknowledged and accepted:
MIRAVANT MEDICAL TECHNOLOGIES
By: /s/ Xxxx X. Xxxxxxx, Ph.D.
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Title: Chairman and CEO
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