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EXHIBIT 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of May 1, 1998, by and between NEXSTAR PHARMACEUTICALS, INC., a Delaware
corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of September 1, 1997, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 1.2(a) is hereby amended by deleting Thirty-five Million
United States Dollars (US$35,000,000.00) as the maximum amount of all
outstanding foreign exchange contracts under the Foreign Exchange Facility, and
by substituting for said amount Fifty Million United States Dollars
(US$50,000,000.00) and by deleting Seven Million United States Dollars
(US$7,000,000.00) as the maximum Delivery Limit under the Foreign Exchange
Facility, and by substituting for said amount Ten Million United States Dollars
(US$10,000,000.00).
2. The following is hereby added to the Credit Agreement as Section 4.11:
"4.11. YEAR 2000 COMPLIANCE. Perform all acts reasonably necessary to
ensure that (a) Borrower and any business in which Borrower holds a
substantial interest, and (b) all customers, suppliers and vendors
that are material to Borrower's business, become Year 2000 Compliant
in a timely manner. Such acts shall include, without limitation,
performing a comprehensive review and assessment of all of Borrower's
systems and adopting a detailed plan, with itemized budget, for the
remediation, monitoring and testing of such systems. As used herein,
"Year 2000 Compliant" shall mean, in regard to any
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entity, that all software, hardware, firmware, equipment, goods or
systems utilized by or material to the business operations or
financial condition of such entity, will properly perform date
sensitive functions before, during and after the year 2000. Borrower
shall, immediately upon request, provide to Bank such certifications
or other evidence of Borrower's compliance with the terms hereof as
Bank may from time to time require."
3. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
4. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event
of Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
XXXXX FARGO BANK,
NEXSTAR PHARMACEUTICALS, INC. NATIONAL ASSOCIATION
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXXXX XXXXXX
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Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxx
President and Vice President
Chief Executive Officer
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Vice President and
Chief Financial Officer
