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Exhibit 10.2
SECOND AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
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This Second Amendment to Amended and Restated Loan and Security
Agreement, dated as of September 30, 1995, between DURAMED PHARMACEUTICALS,
INC., a Delaware corporation (referred to herein as "Borrower") and THE
PROVIDENT BANK ("Bank"), an Ohio banking corporation.
WITNESSETH
WHEREAS, Borrower and Bank have previously entered into an Amended and
Restated Loan and Security Agreement dated December 31, 1994 as previously
amended by a First Amendment to Amended and Restated Loan and Security
Agreement dated August 27, 1995 (the "Loan and Security Agreement");
WHEREAS, Borrower wishes to increase the revolving credit facility
under the Loan and Security Agreement by an additional $2,000,000 and change
the Additional Term Note to a revolving credit;
WHEREAS, Bank is willing to increase the revolving credit facility and
change the Additional Term Note to a revolving credit; and
WHEREAS, the terms used in this Agreement shall have the meanings as
defined in the Loan and Security Agreement.
NOW, THEREFORE, in consideration of the mutual undertakings herein
contained, the parties hereto desiring legally to be bound, hereby agree as
follows:
1. Section 2.1 of the Loan and Security Agreement is hereby
amended to delete "Ten Million Five Hundred Thousand Dollars ($10,500,000.00)"
and to substitute "Twelve Million Five Hundred Thousand Dollars
($12,500,000.00)" in the place thereof.
2. The terms of the Three Million Dollar ($3,000,000.00)
Promissory Note dated August 22, 1995 are hereby amended by the addition of the
following paragraph:
"Revolving Credit: This Note is a revolving credit subject to
the terms of this paragraph. Subject to the conditions hereof
and of any other agreements between the parties relating
hereto and until maturity (whether at scheduled or accelerated
maturity), the undersigned may borrow and reborrow from the
holder and the holder may, in its sole discretion, lend and
relend to the undersigned such amounts not to exceed the
Maximum Credit as the undersigned may at any time and from
time to time request upon satisfactory notice to the holder."
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3. Borrower hereby represents and warrants that no Event of
Default, or event which with the passage of time or the giving of notice, or
both, should become an Event of Default, has occurred and is continuing as of
the date hereof, except with respect to the breach of Section 5.15 of the Loan
and Security Agreement previously waived by Bank.
4. All of the terms and conditions of the Loan and Security
Agreement not amended hereby shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Amended and Restated Loan and Security Agreement to be executed and delivered
as of the date first above written.
DURAMED PHARMACEUTICALS, INC.
By: /s/ E. Xxxxxx Xxxxxxxx
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President
THE PROVIDENT BANK
By: /s/ Xxxxxx X. Xxxxxxxx
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Executive Vice President
