EXHIBIT 10.152
THIRD AMENDMENT
THIS THIRD AMENDMENT dated as of September 20, 2000 (the "Amendment"),
to the Loan Agreement referenced below, is by and among PPGx, Inc., a Delaware
corporation (the "Borrower"), Pharmaceutical Product Development, Inc., a North
Carolina corporation (the "Company"), and First Union National Bank
(the "Bank").
W I T N E S S E T H:
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WHEREAS, pursuant to that certain Loan Agreement dated as of February
1, 1999 (as supplemented, amended and modified, the "Loan Agreement"; terms used
but not otherwise defined herein shall have the meanings provided in the Loan
Agreement) among the Borrower, the Company and the Bank, the Bank has agreed to
provide the Borrower with an $9 million revolving credit facility;
WHEREAS, the Borrower has requested certain modifications to the Loan
Agreement; and
WHEREAS, the Bank has agreed to make the requested 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:
1.1 The definition of "Termination Date" in Section 1 of the Loan
Agreement is amended to read as follows:
"Termination Date" means June 30, 2001.
1.2 Section 6.6 of the Loan Agreement is amended to read as
follows:
6.6 Incurrence of Funded Debt. The Borrower will not, nor will
it permit any of its subsidiaries to, create, assume, incur or
suffer to exist any Funded Debt except:
(a) Funded Debt arising or existing under this Loan
Agreement and the other Credit Documents;
(b) capital lease obligations and other Funded Debt
incurred to provide all or a portion of the purchase price or
cost of construction of an asset, provided that (i) such Debt
when incurred will not exceed the purchase price or cost of
construction of the asset, (ii) no such Debt shall be
refinanced for a principal amount in excess of the principal
balance outstanding thereon at the time of such refinancing,
and (iii) the aggregate principal amount of such Debt shall
not exceed $1,000,000 at any time outstanding; and
(c) Funded Debt extended to the Borrower by the
Company and Axys Pharmaceuticals, Inc. in an aggregate
principal amount not to exceed $6,300,000.
2. This Amendment shall be effective upon execution of this Amendment
by the Borrower, the Company and the Bank.
3. The Borrower hereby represents and warrants that as of the date
hereof the representations and warranties contained in Section 5 of the Loan
Agreement (except for those which expressly relate to an earlier date) are true
and correct in all material respects.
4. The Company (i) acknowledges and consents to all of the terms and
conditions of this Amendment, (ii) affirms all of its obligations under the
Credit Documents and (iii) agrees that this Amendment and all documents executed
in connection herewith do not operate to reduce or discharge the its obligations
under the Loan Agreement or the other Credit Documents.
5. This Amendment may be executed in any number of counterparts, each
of which when executed and delivered shall be deemed to be 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. Except as modified hereby, all of the terms and provisions of the
Loan Agreement and the other Credit Documents remain in full force and effect.
7. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx
Xxxxx, PLLC, special counsel to the Bank.
8. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of North Carolina.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Third
Amendment to be duly executed and delivered as of the date first above written.
BORROWER: PPGx, Inc.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President & CEO
COMPANY: PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.,
a North Carolina corporation
By: /s/ Xxxxxxxx Xxxxxx
--------------------
Name: Xxxxxxxx Xxxxxx
Title: Chief Financial Officer
BANK: FIRST UNION NATIONAL BANK
By: /s/ G. Xxxxxx Xxx, Xx.
-----------------------
Name: G. Xxxxxx Xxx, Xx.
Title: Sr. V.P.
