EXHIBIT 10.20
AMENDMENT TO AGREEMENTS
THIS AMENDMENT TO AGREEMENTS dated as of February 8th 1999 by and
between Fleet National Bank, a national banking association having an office
located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Bank"), ALBANY
MOLECULAR RESEARCH, INC., a New York corporation with a business address at 00
Xxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Borrower").
RECITALS:
WHEREAS by a Loan Agreement dated as of the 29th day of June, 1998 (the
"Loan Agreement") the Bank and the Borrower entered into agreement whereby the
Bank extended a revolving line of credit loan (the "revolver") to Borrower in
the amount of Fifteen Million and no/100 Dollars ($15,000,000.00);
WHEREAS the Loan Agreement provided that upon expiration of the
Revolver the then outstanding principal balance thereof would convert to a term
loan (the "Term Loan");
WHEREAS the obligations of the Revolver and Term Loan set forth in the
Loan Agreement were evidenced by a Revolving Line of Credit Note dated as of the
29th day of June, 1998, (the Revolving Line of Credit Note as shall hereinafter
be the "Note") from Borrower to Bank in the maximum principal amount of Fifteen
Million and no/100 Dollars ($15,000,000.00);
WHEREAS the obligations of Borrower to the Bank were secured by a
Security Agreement dated as of the 29th day of June, 1998 (the "Security
Agreement");
WHEREAS the Loan Agreement, Note, Security Agreement and all other
documents executed by the Borrower in connection with the Revolver and Term Loan
are collectively referred to hereinafter as the "Loan Documents";
WHEREAS the Borrower has requested and Bank has agreed to increase the
maximum amount that may be outstanding under the Revolver or the Term Loan from
Fifteen Million and no/100 Dollars ($15,000,000.00) to Twenty-Five Million and
no/100 Dollars ($25,000,000.00), provided the Borrower agrees to all the terms
herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
promises and mutual covenants hereinafter set forth, the parties hereto agree as
follows:
1. The terms and conditions of the Loan Documents are hereby modified
to reflect the following amendments and modifications:
(a) The maximum amount that may outstanding under the Revolver
and/or Term Loan is increased by Ten Million and no/100 Dollars ($10,000,000.00)
from fifteen Million and no/Dollars ($15,000,000.00) to twenty-five Million and
no/100 Dollars ($25,000,000.00);
(b) The term "Public Offering" shall mean the sale of shares
of the Borrower's common stock or the Borrower's affiliate, Albany Molecular
Research, Inc., a Delaware corporation's common stock pursuant to a registration
statement which has become effective under the Securities Exchange Acts of 1933
or 1934, as amended, and the rules and regulations promulgated by the Securities
and Exchange Commission thereunder;
(c) In the event: (i) the Borrower or the Borrower's
affiliate, Albany Molecular Research, Inc., a Delaware corporation, completes a
Public Offering, and (ii) the Borrower (in the Bank's reasonable judgement) has
used the increase in the principal amount of the Revolver and/or Term Loan
agreed to in subparagraph (a) herein to payoff obligations between the Borrower
and Xxxxxx X. Xxxxxxxxx, Xx., THEN the Bank shall have the right, at any time
thereafter, to require the maximum amount which may be outstanding under the
Revolver and/or Term Loan be permanently reduced to Fifteen Million and no/100
($15,000,000.00), and within sixty (60) days after the Bank provides the
Borrower written notice of such election the Borrower shall be immediately
required to make such payments, if any, as may be required to reduce the
outstanding principal balance of Revolver and/or Term Loan to Fifteen Million
and no/100 Dollars ($15,000,000.00);
(d) If during the Permanent Term (as such is defined in the
Note): (i) the Borrower or the Borrower's affiliate, Albany Molecular Research,
Inc., a Delaware corporation, completes a Public Offering, (ii) the Borrower (in
the Bank's reasonable judgement) has used the increase in the principal amount
of the Revolver and/or Term Loan agreed to in subparagraph (a) herein to payoff
obligations between the Borrower and Xxxxxx X. Xxxxxxxxx, Xx., and (iii) the
Bank provides the Borrower sixty (60) days written notice of its election to
require the Borrower to reduce the principal amount outstanding under the Term
Loan to Fifteen Million and no/Dollars (15,000,000.00), then the Borrower shall
be immediately required to make such payments, if any, as may be required to
reduce the outstanding principal balance of Term Loan to Fifteen Million and
no/100 Dollars; ($15,000,000.00) and, repayment of the remaining principal
balance due under the Term Loan shall be made by the Borrower in: (1) equal
monthly installments of principal which shall be calculated so that the
remaining principal balance shall be fully amortized over the then remaining
time left in the Permanent Term, and (2) monthly payments of accrued interest;
(e) Borrower has reviewed the "Year 2000 Risk" (that is the
risk that computer applications used by Borrower and/or its suppliers, vendors
and customer may be unable to recognize and perform without error date-sensitive
functions involving certain dates prior to and any date after December 31, 1999)
and represents that it is taking such action as may be necessary to ensure that
the Year 2000 Risk will not adversely affect its business operations and/or
financial condition;
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(f) If the Borrower, and the Borrower's affiliate, Albany
Molecular Research, Inc., a Delaware corporation, agree to maintain all of their
depository relationships at the Bank until the Maturity Date (as such is defined
in the Note), for security purposes, then the Borrower shall no longer be
required to maintain a compensation balance with the Bank as provided in Section
5.16 of the Loan Agreement.
2. The Borrower reaffirms and ratified each and every covenant and
agreement set forth in each of the Loan Documents and agrees to comply and
observe each of them.
3. By entering into this agreement, the Bank in no way waives any
rights it may have against the Borrower pursuant to the Loan Documents except as
the same have been expressly modified hereby.
4. All terms, provisions, covenants, representations, warranties,
agreements and conditions contained in the Loan Documents shall remain in full
force and effect except as expressly provided and amended hereby.
5. The Borrower hereby warrants and covenants to the Bank that as of
the date of this Agreement, there are no disputes, offsets, claims or
counterclaims of any kind or nature whatsoever under the Loan Documents or the
obligations represented or evidenced thereby.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
ALBANY MOLECULAR RESEARCH, INC.
By: /s/ Xxxxxx X. X'Xxxxx
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Name: Xxxxxx X. X'Xxxxx
Title: Chief Executive Officer
Acknowledgments on Following Page
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STATE OF NEW YORK )
) ss:
COUNTY OF ALBANY )
On February 12, 1999, before me personally came Xxxxx X. Xxxxxx, to me
known, who being by me duly sworn, did depose and say that he is a Vice
President of Fleet National Bank, the entity described in the foregoing
instrument, and acknowledged that he executed the same by order of the Board of
Directors of such entity.
/s/ Xxxxxxx Xxxxxxxxx
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Notary Public
STATE OF NEW YORK )
) ss:
COUNTY OF ALBANY )
On February 8, 1999, before me personally came Xxxxxx X. X'Xxxxx, to me
known, who being by me duly sworn, did depose and say that he is the Chief
Executive Officer of Albany Molecular Research, Inc., the corporation described
in the foregoing instrument, and acknowledged that he executed the same by power
of the Board of Directors of such corporation.
/s/ Xxxx X. Xxxx
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Notary Public
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