1
EXHIBIT 10.2
April 2, 1999
Xx. Xxxxxxx X. Xxxxxxxx
Chairman and CEO
Quality Care Pharmaceuticals, Inc.
0000 Xxxxxx Xxx.
Xxxxx Xxx, XX 00000
Re: Sect. 6.13.2 - Payment of Dividends
Sect. 6.13.3 - Payment of Principal or Interest
Dear Xx. Xxxxxxxx:
In reference to Section 6.13.2 of the Loan and Security Agreement dated
April 2, 1999 for Quality Care Pharmaceuticals, Inc. and Golden
Pharmaceuticals, Inc., ALCO Financial Services, LLC, the Lender, hereby
grants permission to Borrower to pay the dividends on Convertible Preferred
Stock of the Borrower without separate consent. (The initial 6% per annum
quarterly payment on the $1,000,000.00 - currently outstanding is due May
31, 1999.)
This section is waived from the document with the provision that such
payment of such dividend or any future dividends for the Convertible
Preferred Stock of Borrower or any future Preferred Stock dividends does not
negatively impact the working capital of the Borrower to such a position
that any accounts payable, the Lender's interest or principal or any other
normal business expenses which would be handled by the company in a normal
course of business are impaired. The Lender does agree that approval under
this section would not be unreasonably withheld from the Borrower.
In reference to section 6.13.3, see above, the provision for waiver would
be the same as stated above with the exception that such payment would be
approved prior to such transaction by the Lender. The Lender does agree that
approval under this section would not be unreasonably withheld from the
Borrower.
The lender acknowledges Sale of other assets, section 6.7.1 with the
understanding that prior to completion of such sale Lender reserves right to
review such action and will not unreasonably withhold approval. The Lender
acknowledges the Borrower will be forming additional LLCs, with respect to
section 6.7.3. The Lender reserves right to review such action and will not
unreasonably withhold approval.
These waivers to each section are provisional that in no way such action
under each of these sections would impair the working capital position of
the company, decrease the value of any collateral pledge nor change the term
or conditions of the documentation for the loan for Quality Care
Pharmaceuticals, Inc. and Golden Pharmaceuticals, Inc. with ALCO Financial
Services LLC.
Sincerely yours,
/s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
Senior Vice President
ALCO Financial Services, LLC
