AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (the "Amendment") dated as of January 30, 1999, to
the Loan Agreement referenced below, is by and among PHARMACEUTICAL PRODUCT
DEVELOPMENT, INC., a North Carolina corporation, the subsidiaries and affiliates
identified on the signature pages hereto and FIRST UNION NATIONAL BANK. Terms
used but not otherwise defined shall have the meanings provided in the Loan
Agreement.
W I T N E S S E T H
WHEREAS, a $50 million credit facility has been established in favor of
Pharmaceutical Product Development, Inc., a North Carolina corporation (the
"Borrower"), pursuant to the terms of that Loan Agreement dated as of June 25,
1997 (as amended and modified, the "Loan Agreement") among the Borrower, the
Guarantors identified therein and First Union National Bank (the "Bank");
WHEREAS, the Borrower has requested certain modifications to Loan
Agreement;
WHEREAS, the Bank has agreed to the 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 is hereby
acknowledged, the parties agree as follows:
1. The Loan Agreement is amended in the following respects:
1.1 In Section 1, the following definitions are amended to
read as follows:
"APBI" means APBI Environmental Sciences Group, Inc., a
Virginia corporation.
"Consolidated Tangible Net Worth" means, on any day
Consolidated Net Worth minus the aggregate amount of goodwill,
franchises, licenses, patents, trademarks, trade names, copyrights,
service marks, brand names, organizational and developmental expenses,
covenants not to compete and other intangible assets, in each case as
determined in accordance with GAAP applied on a consistent basis. For
purposes hereof, Consolidated Tangible Net Worth shall not include that
certain seller financing promissory note from current management of
APBI in favor of the Company in an aggregate principal amount of up to
$18,000,000 in connection with the sale of APBI to current management
of APBI.
"Termination Date" means June 30, 2000, or such later date as
to which the Bank may agree in its sole discretion.
1.2 In Section 6.9, subsections (c) and (d) are renumbered as
(f) and (g), respectively, and new subsections (c), (d) and (e) are added to
read as follows:
(c) Investments in and to Digital Arts & Science in an
aggregate principal amount (on a cost basis) not to exceed $1,500,000
at any time;
(d) Investments in and to Axys Pharmaceuticals, Inc. and/or
PPGx, Inc. in an aggregate principal amount (on a cost basis) not to
exceed $3,500,000 at any time;
(e) seller financing promissory note from current management
of APBI in favor of the Borrower in an aggregate principal amount not
to exceed $18,000,000 in connection with the sale of APBI to current
management of APBI;
1.3 In Section 6.6, subsections (a) and (b) are renumbered as
(b) and (c), respectively, and a new subsection (a) is added to read as follows:
(c) guaranty obligations of the Borrower in respect of Funded
Debt of PPGx, Inc. in an aggregate principal amount of up to $8,000,000
at any time;
2. The Bank consents to the release of APBI from all of its obligations
under the Loan Agreement, the Note and all other documents executed in
connection therewith upon consummation of the sale of APBI to current management
of APBI.
3. This Amendment shall be effective upon execution of this Amendment
by the Credit Parties and the Bank.
4. Except as modified hereby, all of the terms and provisions of the
Loan Agreement (including Schedules and Exhibits) shall remain in full force and
effect.
5. The Borrower agree to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Xxxxx & Xxx Xxxxx, PLLC.
6. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
7. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with the laws of the State of
North Carolina.
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2
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.,
a North Carolina corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
GUARANTORS: PPD PHARMACO, INC.,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
BANK: FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
