December 2, 2005 Clinical Data Sales & Service, Inc. 2 Thurber Boulevard Smithfield, Rhode Island 02917 Re: Seventh Amendment Gentlemen:
December 2, 2005
Clinical Data Sales & Service, Inc.
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Re: Seventh Amendment
Gentlemen:
Clinical Data Sales & Service, Inc., a Delaware corporation (“Borrower”) and LaSalle Business
Credit, LLC, a Delaware limited liability company, (“Lender”) have entered into that certain Loan
and Security Agreement dated March 31, 2003 (the “Security Agreement”). From time to time
thereafter, Xxxxxxxx and Xxxxxx may have executed various amendments (each an “Amendment” and
collectively the “Amendments”) to the Security Agreement (the Security Agreement and the Amendments
hereinafter are referred to, collectively, as the “Agreement”). Borrower and Xxxxxx now desire to
further amend the Agreement as provided herein, subject to the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and
agreements set forth herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. The Agreement hereby is amended as follows:
(a) Subparagraph (4)(c)(v) of the Agreement is deleted in its entirety and the following
is substituted in its place:
(v) | Transaction Fee: Borrower shall pay to Lender a transaction fee of One Thousand Five Hundred and No/100 Dollars ($1,500.00) with respect to internal costs and expenses (in addition to any reimbursable out-of-pocket costs and expenses of Lender, which fee shall be fully earned and payable on the date of this Amendment. |
Clinical Data Sales & Service, Inc.
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(b) | (9). | (1) | CONSENT TO INTERCOMPANY LOANS: Borrower has requested that Bank consent to its making intercompany loans to Borrower’s affiliate, Genaissance Pharmaceuticals, Inc., a Delaware corporation (“Genaissance”). | |||||
Without limitation of the provisions contained in subparagraph 13(i) of the Agreement, LaSalle hereby grants its consent to Xxxxxxxx’s making intercompany loans to Genaissance up to $1,500,000.00 in the aggreagate, subject to the receipt by Bank of copies of the executed notes and related documents between Borrower and Genaissance, which shall be in form and substance satisfactory to Bank. |
2. This Amendment shall not become effective until fully executed by all parties hereto.
3. Except as expressly amended hereby and by any other supplemental documents or instruments
executed by either party hereto in order to effectuate the transactions contemplated hereby, the
Agreement thereto hereby is ratified and confirmed by the parties hereto and remain in full force
and effect in accordance with the terms thereof.
LASALLE BUSINESS CREDIT, LLC | ||||||||
By | /s/ Xxx Xxxxx | |||||||
Title | Assistant Vice President | |||||||
Clinical Data Sales & Service, Inc.
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ACKNOWLEDGED AND AGREED TO
this
2nd day of December, 2005:
CLINICAL DATA SALES & SERVICE, INC.
By | /s/ Xxxx X. Xxxxxxx | |||||
Title
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VP, Treasurer and Assistant Secretary | |||||