EXHIBIT 10.150
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of June 22, 2000 (the "Amendment"), to
the Loan Agreement referenced below, is by and among PPGx, Inc., a Delaware
corporation (the "Borrower"), Pharmaceutical Product Development, Inc., a North
Carolina corporation (the "Company"), and First Union National Bank
(the "Bank").
W I T N E S S E T H:
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WHEREAS, pursuant to that certain Loan Agreement dated as of February
1, 1999 (as supplemented, amended and modified, the "Loan Agreement"; terms used
but not otherwise defined herein shall have the meanings provided in the Loan
Agreement) among the Borrower, the Company and the Bank, the Bank has agreed to
provide the Borrower with an $8 million revolving credit facility;
WHEREAS, the Borrower has requested certain modifications to the Loan
Agreement including, without limitation, an increase in the size of the credit
facility to $9 million; and
WHEREAS, the Bank has agreed to make the requested 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 are hereby
acknowledged, the parties hereto agree as follows:
1. The Loan Agreement is amended in the following respects:
1.1 The definition of "Termination Date" in Section 1. of the Loan
Agreement is amended to read as follows:
"Termination Date" means September 30, 2000.
1.2 The first sentence of Section 2.1 of the Loan Agreement is
amended to read as follows:
During the Commitment Period, subject to the terms and
conditions hereof, the Bank agrees to make revolving loans to
the Borrower upon request in an aggregate principal amount of
up to (a) prior to June 30, 2000, NINE MILLION DOLLARS
($9,000,000) at any time outstanding, and (b) on and after
June 30, 2000, ONE MILLION DOLLARS ($1,000,000) at any time
outstanding (the "Committed Amount").
1.3 Section 2.7 is amended to read as follows:
2.7 Prepayments.
(a) Voluntary Prepayments. The Borrower may prepay
the Loans in whole or in part without premium or penalty.
LIBOR Rate Loans may not be prepaid in whole or in part prior
to the end of the applicable Interest Period. Amounts prepaid
may, subject to the terms and conditions hereof, be
reborrowed.
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(b) Mandatory Prepayments. If at any time the
aggregate principal amount of Loans shall exceed the Committed
Amount, the Borrower shall immediately make payment on the
Loans in an amount sufficient to eliminate the excess.
2. This Amendment shall be effective as of the date set forth
above upon satisfaction of the following conditions:
(a) execution of this Amendment by the Borrower, the
Company and the Bank;
(b) execution of an amended and restated Note by the
Borrower in the form attached hereto as Exhibit A; and
(c) receipt by the Bank of a legal opinion of counsel to
the Borrower and the Company in the form attached hereto as Exhibit B.
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3. The Borrower hereby represents and warrants that as of the date
hereof the representations and warranties contained in Section 5 of the Loan
Agreement (except for those which expressly relate to an earlier date) are true
and correct in all material respects.
4. The Company (i) acknowledges and consents to all of the terms and
conditions of this Amendment, (ii) affirms all of its obligations under the
Credit Documents and (iii) agrees that this Amendment and all documents executed
in connection herewith do not operate to reduce or discharge the its obligations
under the Loan Agreement or the other Credit Documents.
5. This Amendment may be executed in any number of counterparts, each
of which when executed and delivered shall be deemed to be an original and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one such counterpart.
6. Except as modified hereby, all of the terms and provisions of the
Loan Agreement and the other Credit Documents remain in full force and effect.
7. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees and expenses of Moore & Van
Allen, PLLC, special counsel to the Bank.
8. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of North Carolina.
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IN WITNESS WHEREOF, each of the parties hereto has caused this First
Amendment to be duly executed and delivered as of the date first above written.
BORROWER: PPGx, Inc.,
a Delaware corporation
By: /s/ Joshua S. Baker
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Name: Joshua S. Baker
Title: President & CEO
COMPANY: PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.,
a North Carolina corporation
By: /s/ Fredric N. Eshelman
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Name: Fredric N. Eshelman
Title: CEO
BANK: FIRST UNION NATIONAL BANK
By: /s/ G. Mendel Lay, Jr.
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Name: G. Mendel Lay, Jr.
Title: Sr. V.P.
