CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 8th, 2007 • Barrier Therapeutics Inc • Pharmaceutical preparations • New York
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of June 29, 2007 by and among (a) BARRIER THERAPEUTICS, INC., a Delaware corporation, and any additional Borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively as “Borrowers”), (b) MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Administrative Agent, and (c) the financial institutions or other entities from time to time parties hereto, each as a Lender.
SUPPLY AGREEMENTSupply Agreement • August 8th, 2007 • Barrier Therapeutics Inc • Pharmaceutical preparations
THIS SUPPLY AGREEMENT (hereinafter “Supply Agreement”) is made this 12 day of July, 2007 (the “Effective Date”) by and between Abbott GmbH & Co. KG, having a place of business at Max-Planck Ring 2, 65205 Wiesbaden, Germany and a facility at Knollstrasse 50, 67061 Ludwigshafen, Germany (hereinafter “Abbott”), and Barrier Therapeutics, Inc., having a place of business at Suite 3200, 600 College Road East, Princeton NJ 08540, USA (hereinafter “Barrier”).
REVOLVING LOAN NOTEBarrier Therapeutics Inc • August 8th, 2007 • Pharmaceutical preparations
FOR VALUE RECEIVED, the undersigned, BARRIER THERAPEUTICS, INC., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to the order of MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc. (“Lender”) at the office of Administrative Agent at 222 North LaSalle Street, Chicago, Illinois 60601, or at such other place as Administrative Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of TWELVE MILLION DOLLARS ($12,000,000), or, if less, the aggregate unpaid principal amount of all Revolving Loans made or deemed made by Lender to Borrower under the terms of that certain Credit and Security Agreement of even date herewith among Borrower, various financial institutions as are, or may from time to time become, parties thereto as lenders (including without limitation Lender) and Merrill Lynch Capital, a division of Merrill Lynch Business Finan
OWNERSHIP PLEDGE, ASSIGNMENT AND SECURITY AGREEMENTOwnership Pledge, Assignment And • August 8th, 2007 • Barrier Therapeutics Inc • Pharmaceutical preparations
THIS OWNERSHIP PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made as of June 29, 2007, by BARRIER THERAPEUTICS, INC., a Delaware corporation (the “Pledgor”), and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., a Delaware corporation, in its capacity as agent (and in such capacity, “Agent”) for Lender (as defined below).
