EXHIBIT 10.24
AMENDMENT NO. 1 TO SENIOR SECURED PROMISSORY NOTE
Reference is made to the Senior Secured Promissory Note (the "Note") in
the principal amount of $9,750,000, dated November 15, 2001, made by Women First
HealthCare, Inc. ("WFHC") in favor of Wyeth (as successor to American Home
Products Corporation) ("Wyeth").
WHEREAS, the parties desire to amend certain terms of the Note in
accordance with the terms hereof (this "Amendment").
NOW THEREFORE, for good and valuable consideration which is hereby
acknowledged.
1. Wyeth represents that it is the current holder of the Note and
that is has not transferred or otherwise assigned its interest
therein to any third party.
2. The Principal sum of the Note shall be changed from NINE
MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($9,750,000) as
set forth on the first page of the Note to NINE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($9,500,000).
3. Paragraph 1(b) of the Note shall be deleted in its entirety
and replaced by the following language:
(b) Manner of Payment. On November 29, 2002, November 28, 2003
and November 30, 2004 (each a "Principal Payment Date"), Maker
shall pay Payee in cash in immediately available funds, the
sum of three million dollars ($3,000,000) on November 29, 2002
and the sum of three million two hundred fifty thousand
dollars ($3,250,000) on each of November 28, 2003 and November
30, 2004, which shall in each case reduce the principal amount
of this Note by such amount, plus interest on any overdue
amounts, if any. The Maker shall make any payment hereunder by
wire transfer in immediately available funds to a bank account
of the Payee set forth on the attached wire transfer
instructions or otherwise designated by the Payee in writing
to the Maker.
4. Wyeth covenants and agrees that it shall append this Amendment
to the Note and it will be deemed to be a part thereof.
5. Except for the matters set forth in this Amendment, all other
terms of the Note shall remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of November 25, 2002.
WOMEN FIRST HEALTHCARE, INC.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Chairman, President & CEO
WYETH (as successor to American Home Products Corporation)
Acting through its Wyeth Pharmaceuticals Division
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Associate General Counsel
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