Exhibit 10.184
THIRD AMENDMENT
THIS THIRD AMENDMENT (this "Amendment") dated as of June 30, 2002, to
the Loan Agreement referenced below, is by and among Spotlight Health, Inc., a
Delaware corporation (the "Borrower"), Pharmaceutical Product Development, Inc.,
a North Carolina corporation (the "Company"), and Wachovia Bank, National
Association (formerly known as First Union National Bank) (the "Bank"). Terms
used herein but not otherwise defined herein shall have the meanings provided to
such terms in the Loan Agreement.
W I T N E S S E T H
WHEREAS, a $2 million credit facility has been established in favor of
the Borrower pursuant to the terms of that Loan Agreement dated as of January
24, 2001 (as amended and modified from time to time, the "Loan Agreement") among
the Borrower, the Company and the Bank;
WHEREAS, the Borrower has requested certain modifications to Loan
Agreement; and
WHEREAS, the Bank has agreed to the modifications on the terms and
conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Loan Agreement is amended in the following respects:
(a) In Section 1 of the Loan Agreement, the definition of
"Termination Date" is amended to read as follows:
"Termination Date" means December 31, 2002, or such later
date as to which the Bank may agree in its sole discretion.
2. This Amendment shall be effective upon satisfaction of the
following conditions precedent:
(a) execution of this Amendment by the Borrower, the Company and
the Bank; and
(b) receipt by the Bank of certified resolutions of the Company
approving this Amendment and the terms hereof.
3. Except as expressly modified hereby, all of the terms and
provisions of the Loan Documents (including schedules and exhibits thereto)
shall remain in full force and effect.
4. The Borrower agree to pay all reasonable costs and expenses of the
Bank in connection with the preparation, execution and delivery of this
Amendment, including without limitation the reasonable fees and expenses of
Xxxxx & Xxx Xxxxx, PLLC.
5. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
6. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with, the laws of the State of
North Carolina.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: SPOTLIGHT HEALTH, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Spring
-------------------
Name: Xxxxx X. Spring
Title: Chief Financial Officer and Treasurer
COMPANY: PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.,
a North Carolina corporation
By: /s/ Xxxx X. Xxxxxxxxx Xx.
---------------------------
Name: Xxxx X. Xxxxxxxxx Xx.
Title: President
BANK: WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
