Exhibit 10.25
Phoenix International Life Sciences Inc.
November 18, 1998
Page 1
November 18, 1998
Phoenix International Life Sciences Inc.
c/o Xxxx XxXxxxxxx, Xxxxxxx
XXXXXXX, DEL DEO, DOLAN, GRIFFINGER & XXXXXXXXX
Xxx Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
RE: CHRYSALIS INTERNATIONAL CORPORATION AND ITS AFFILIATED COMPANIES
("BORROWER") WITH FIRST UNION NATIONAL BANK ("BANK")
Gentlemen:
On this date, Phoenix International Life Sciences Inc. ("Phoenix"), a
Canadian corporation, has executed and delivered to Bank its Unconditional
Guaranty.
To secure its liabilities and obligations under the Unconditional
Guaranty, Phoenix has executed and delivered to Bank its Pledge and Assignment
Agreement.
In consideration of the execution and delivery by Phoenix to Bank of
the Unconditional Guaranty and the Pledge and Assignment Agreement, Phoenix
shall have the right, at its option, exercisable on five (5) days' prior written
notice to Bank, to acquire from Bank all right, title and interest of Bank in
and to the Loan Documents (as defined in the Unconditional Guaranty), and all
mortgages, liens and security interests which secure any obligations under the
Loan Documents. At closing, Bank shall transfer, convey, assign, endorse and
deliver to Phoenix all of its right, title and interest in the Loan Documents
and all mortgages, liens and security interests securing or evidencing same,
free and clear of all liens, claims and encumbrances.
The consideration payable for the acquisition by Phoenix of Bank's
rights as set forth herein shall be the outstanding principal indebtedness under
the Term Note, all accrued and unpaid interest thereon and all sums reimbursable
to Bank in connection therewith (including, without limitation, reasonable
attorneys' fees). Payment of such consideration may be made by Phoenix's
irrevocable direction to liquidate the Collateral for the Unconditional
Guaranty.
The sale and assignment by Bank to Phoenix hereunder shall be without
warranty, representation or recourse of any kind or of any nature whatsoever,
except (1) that Bank shall warrant and represent that Bank has not previously
sold, assigned
Phoenix International Life Sciences Inc.
November 18, 1998
Page 2
or transferred such indebtedness or any rights attendant thereto, (2) that
Bank has free and clear title to and the power and authority to sell and
assign such indebtedness and rights to Phoenix, and (3) that the
consideration payable by Xxxxxxx represents the amount due to Bank from
Borrower.
It shall be a condition precedent to the exercise by Xxxxxxx of the
option to acquire the indebtedness evidenced by the Term Note that the
Unconditional Guaranty of the indebtedness of Borrower owing Bank and the Pledge
and Assignment Agreement to secure such liabilities and obligations be in full
force and effect, and that Bank shall have a perfected interest in the
collateral described in the Pledge and Assignment Agreement.
If the foregoing accurately sets forth our agreement and understanding
concerning the subject matter of this letter, please execute this letter in the
space provided below and return it to the undersigned.
Very truly yours,
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxxxx X. Xxxxx, Senior Vice President
The undersigned, intending to be legally bound, hereby acknowledges and consents
to the terms set forth in the foregoing letter this 18th day of November, 1998.
PHOENIX INTERNATIONAL LIFE
SCIENCES INC.
By: /s/ Xxxx-Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxx Xxxxx
Title: Senior Vice President
and Secretary
