amph_Ex10_3



		

			Exhibit 10.3

		


		

			 

		





		
			 
		

		
			CHANGE IN TERMS AGREEMENT
		

		
			 
		

		
			 
		

			
					
						Borrower:

					
					
						International Medication Systems, Limited

					
						11570 6th Street

					
						Rancho Cucamonga, CA  91730

					
					
						Lender:

					
					
						East West Bank

					
						Loan Servicing Department

					
						9300 Flair Drive, 6th Floor

					
						El Monte, CA  91731

				



		
			 
		

			
					
						Principal Amount:  $15,000,000.00

					
					
						Date of Agreement:  May 3, 2017

				



		
			 
		

		
			DESCRIPTION OF EXISTING INDEBTEDNESS.    The Promissory Note dated December 31, 2010 for Loan Number 20002400 in the original Principal Amount of $10,000,000.00, along with any and all subsequent Change in Terms Agreements (collectively referred to as “Note”).
		

		
			DESCRIPTION OF CHANGE IN TERMS.    
		

		
			The maturity date of the Note is hereby extended from September 1, 2017 to December 31, 2018.
		

		
			The Principal Amount of the Note is hereby decreased to Fifteen Million and 00/100 Dollars ($15,000,000.00).
		

		
			The Maximum Credit Limit is hereby decreased to $15,000,000.00 and consists of the following credit facility:
		

		
			Facility "A" loan amount $15,000,000.00 with a new maturity date of 12/31/2018..
		

		
			CONTINUING VALIDITY.  Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect.  Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms.  Nothing in this Agreement will constitute a satisfaction of the obligation(s).  It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing.  Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement.  If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it.  This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
		

		
			PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT.  BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
		

		
			BORROWER:
		

		
			INTERNATIONAL MEDICATION SYSTEMS, LIMITED
		

		
			 
		

			
					
						By: _________/s/ JACK Y. ZHANG____________________

					
						Jack Y. Zhang, CEO of International Medication Systems, Limited

					
					
						By: _________/s/ WILLIAM J. PETERS________________

					
						William J. Peters, Chief Financial Officer of International Medication Systems, Limited

				



		
			 
		

		
			LaserPro, Ver. 17.1.10.015  Copr. D+H USA Corporation 1997, 2017.   All Rights Reserved.   - CA  E:\PROD\LOANDOC\CFI\LPL\D20C.FC  TR-5159  PR-7 (M)
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			
		

		
			


		 


 



		

		
			SIXTH MODIFICATION TO THE LOAN AGREEMENT
		

		
			 
		

		
			 
		

			
					
						Borrower:

					
					
						International Medication Systems, Limited

					
						11570 6th Street

					
						Rancho Cucamonga, CA  91730

					
					
						Lender:

					
					
						East West Bank

					
						Loan Servicing Department

					
						9300 Flair Drive, 6th Floor

					
						El Monte, CA  91731

				



		
			 
		

		
			This SIXTH MODIFICATION TO THE LOAN AGREEMENT is attached to and by this reference is made a part of the Business Loan Agreement (Loan #20002400) dated December 31, 2010, including all modifications thereto, and executed  in connection with a loan or other financial accommodations between Lender and Borrower.
		

		
			The section entitled "Cross Acceleration" is hereby amended and restated as follows:
		

		
			Cross Acceleration. In addition to the due dates and maturity date set forth in the Note, all principal and accrued interest and other amounts owed under this Note shall become due in full at such earlier time, if any, the obligations of Borrower to Lender under that promissory note loan number 18700, 28933, 32599, 30011329, 30011277, or 30011306 (as such notes may be amended or extended from time to time) are paid in full.
		

		
			The section entitled "Financial Statements" is hereby amended and restated as follows:
		

		
			Financial Statements. Furnish Lender with the following:
		

		
			Additional Requirements. Borrower understands and agrees that while this Agreement is in effect, Borrower will maintain a financial condition indicated by the following statements at all times, unless otherwise noted:
		

		
			Amphastar Pharmaceuticals, Inc. Financial Statements.  As soon as available, but in no event later than one hundred fifty (150) days after the end of each fiscal year, Borrower shall provide Lender with Amphastar Pharmaceuticals, Inc. balance sheet, income and expense statements, reconciliation of net worth and statement of cash flows, with notes thereto for the year ended, audited by a certified public accountant satisfactory to Lender.
		

		
			Borrower Corporate Interim Financial Statements.  As soon as available, but in no event later than sixty (60) days after the end of each quarter (March 31st, June 30th, and September 30th), Borrower shall provide Lender with balance sheet, income and expense statements, reconciliation of net worth and statement of cash flows.
		

		
			Agings.  Within forty-five (45) days, or sooner, after the end of each quarter, Borrower shall provide Lender with a listing and aging by invoice date of all accounts receivable and all accounts payable in detailed format acceptable to Lender.
		

		
			Inventory.  Within sixty (60) days, or sooner, after the end of each year, Borrower shall provide Lender with a listing of inventory in detailed format acceptable to Lender.
		

		
			All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct.
		

		
			THIS SIXTH MODIFICATION TO THE LOAN AGREEMENT IS EXECUTED AS OF MAY 3, 2017.
		

		
			BORROWER:
		

		
			INTERNATIONAL MEDICATION SYSTEMS, LIMITED
		

		
			 
		

			
					
						By: _______/s/ JACK Y. ZHANG___________________

					
						Jack Y. Zhang, CEO of International Medication Systems, Limited

					
					
						By: ________/s/ WILLIAM J. PETERS____________

					
						William J. Peters, Chief Financial Officer of International Medication Systems, Limited

				



		
			 
		

		
			LENDER:
		

		
			EAST WEST BANK
		

		
			 
		

		
			X ______/s/ REBECCA LEE__________________________
		

		
			Authorized Signer
		

		
			 
		

		
			LaserPro, Ver. 17.1.10.015  Copr. D+H USA Corporation 1997, 2017.   All Rights Reserved.   - CA  E:\PROD\LOANDOC\CFI\LPL\G60.FC  TR-5159  PR-7 (M)
		

		
			 
		

		
			 
		

		
			
		

		
			


		 


		

			

		


		

			 

		





 



		

		
			NOTICE OF FINAL AGREEMENT
		

		
			 
		

		
			 
		

			
					
						Borrower:

					
					
						International Medication Systems, Limited

					
						11570 6th Street

					
						Rancho Cucamonga, CA  91730

					
					
						Lender:

					
					
						East West Bank

					
						Loan Servicing Department

					
						9300 Flair Drive, 6th Floor

					
						El Monte, CA  91731

				



		
			 
		

		
			BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT:  (A) THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES,  (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND  (C) THE WRITTEN LOAN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
		

		
			As used in this Notice, the following terms have the following meanings:
		

		
			Loan.  The term "Loan" means the following described loan:  Loan No. 20002400
		

		
			Loan Agreement.  The term "Loan Agreement" means one or more promises, promissory notes, agreements, undertakings, security agreements, deeds of trust or other documents, or commitments, or any combination of those actions or documents, relating to the Loan, together with any subsequent written modification documents for this Loan evidenced by all Notice of Final Agreements executed in regards to the Loan, and including without limitation the following:
		

		
			LOAN DOCUMENTS
		

		
			-  Change in Terms Agreement
		

		
			-  Modification to the Loan Agreement
		

		
			-  Guarantor Consent
		

		
			-  Disbursement Request and Authorization
		

		
			-  Notice of Final Agreement
		

		
			Parties.  The term "Parties" means East West Bank and any and all entities or individuals who are obligated to repay the loan or have pledged property as security for the Loan, including without limitation the undersigned.
		

		
			Each Party who signs below, other than East West Bank, acknowledges, represents, and warrants to East West Bank that it has received, read and understood this Notice of Final Agreement.  This Notice is dated as of May 3, 2017.
		

		
			BORROWER:
		

		
			INTERNATIONAL MEDICATION SYSTEMS, LIMITED
		

		
			 
		

			
					
						By: _______/s/ JACK Y. ZHANG___________________

					
						Jack Y. Zhang, CEO of International Medication Systems, Limited

					
					
						By: ________/s/ WILLIAM J. PETERS____________

					
						William J. Peters, Chief Financial Officer of International Medication Systems, Limited

				



		
			 
		

		
			GUARANTOR:
		

		
			AMPHASTAR PHARMACEUTICALS, INC.
		

		
			 
		

			
					
						By: _______/s/ JACK Y. ZHANG___________________

					
						Jack Y. Zhang, CEO of Amphastar Pharmaceuticals, Inc.

					
					
						By: ________/s/ WILLIAM J. PETERS____________

					
						William J. Peters, Chief Financial Officer of Amphastar Pharmaceuticals, Inc.

				



		
			 
		

		
			GRANTOR:
		

		
			INTERNATIONAL MEDICATION SYSTEMS, LIMITED
		

		
			 
		

			
					
						By: _______/s/ JACK Y. ZHANG___________________

					
						Jack Y. Zhang, CEO of International Medication Systems, Limited

					
					
						By: ________/s/ WILLIAM J. PETERS____________

					
						William J. Peters, Chief Financial Officer of International Medication Systems, Limited

				



		
			 
		

		
			AMPHASTAR PHARMACEUTICALS, INC.
		

		
			 
		

			
					
						By: _______/s/ JACK Y. ZHANG___________________

					
						Jack Y. Zhang, CEO of Amphastar Pharmaceuticals, Inc.

					
					
						By: ________/s/ WILLIAM J. PETERS____________

					
						William J. Peters, Chief Financial Officer of Amphastar Pharmaceuticals, Inc.

				



		
			


		 


		

			

		


		

			 

		





 



		

		
			 
		

		
			LENDER:
		

		
			EAST WEST BANK
		

		
			 
		

		
			X ______/s/ REBECCA LEE__________________________
		

		
			Authorized Signer
		

		
			 
		

		
			LaserPro, Ver. 17.1.10.015  Copr. D+H USA Corporation 1997, 2017.   All Rights Reserved.   - CA  E:\PROD\LOANDOC\CFI\LPL\G60.FC  TR-5159  PR-7 (M)
		

		
			 
		

		
			
		

		
			


		 


		

			

		


		

			 

		





 



		

		
			GUARANTOR CONSENT
		

		
			 
		

		
			 
		

			
					
						Borrower:

					
					
						International Medication Systems, Limited

					
						11570 6th Street

					
						Rancho Cucamonga, CA  91730

					
					
						Lender:

					
					
						East West Bank

					
						Loan Servicing Department

					
						9300 Flair Drive, 6th Floor

					
						El Monte, CA  91731

				



		
			 
		

		
			Re: Loan #20002400
		

		
			The undersigned ("Guarantor") has executed a Commercial Guaranty dated December 31, 2010, in favor of Lender ("Guaranty").  Guarantor hereby acknowledges its consent to the terms and provisions of the foregoing Change in Terms Agreement/Note and/or Modification Agreement and the transactions contemplated thereby.  Guarantor hereby reaffirms its obligations to Lender under the Guaranty.  Guarantor hereby reaffirms that its obligations under the Guaranty to Bank are separate and distinct from Borrower's obligations to Bank.  
		

		
			Acknowledged and agreed as of May 3, 2017:.
		

		
			GUARANTOR:
		

		
			AMPHASTAR PHARMACEUTICALS, INC.
		

		
			 
		

			
					
						By: _______/s/ JACK Y. ZHANG___________________

					
						Jack Y. Zhang, CEO of Amphastar Pharmaceuticals, Inc.

					
					
						By: ________/s/ WILLIAM J. PETERS____________

					
						William J. Peters, Chief Financial Officer of Amphastar Pharmaceuticals, Inc.

				



		
			 
		

		
			LaserPro, Ver. 17.1.10.015  Copr. D+H USA Corporation 1997, 2017.   All Rights Reserved.   - CA  E:\PROD\LOANDOC\CFI\LPL\G60.FC  TR-5159  PR-7 (M)
		

		
			 
		

		
			
		

		
			


		 


		

			

		


		

			 

		





 



		

		
			DISBURSEMENT REQUEST AND AUTHORIZATION
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
						 

					
						 

					
					
						 

					
					
						 

					
						 

					
						 

					
						 

				
	
					
						Borrower:

					
					
						International Medication Systems, Limited

					
						11570 6th Street

					
						Rancho Cucamonga, CA  91730

					
					
						Lender:

					
					
						East West Bank

					
						Loan Servicing Department

					
						9300 Flair Drive, 6th Floor

					
						El Monte, CA  91731

				



		
			 
		

		
			LOAN TYPE.  This is a Variable Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for $15,000,000.00 due on December 31, 2018. This is a secured renewal loan.
		

		
			PRIMARY PURPOSE OF LOAN.  The primary purpose of this loan is for:
		

		
			 
		

		
			 Personal, Family, or Household Purposes or Personal Investment.
		

		
			 
		

			
					
						X

					
					
						 Business (Including Real Estate Investment).

				



		
			SPECIFIC PURPOSE.  The specific purpose of this loan is:  The specific purpose of this modification is to amend financial statements, decrease line commitment, and renew line of credit.
		

		
			DISBURSEMENT INSTRUCTIONS.  Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the loan have been satisfied.  Please disburse the loan proceeds of $15,000,000.00 as follows:
		

		
			Other Disbursements:
		

		
			$15,000,000.00
		

		
			$15,000,000.00 Facility A
		

		
			Note Principal:
		

		
			$15,000,000.00
		

		
			CHARGES PAID IN CASH.  Borrower has paid or will pay in cash as agreed the following charges:
		

		
			Prepaid Finance Charges Paid in Cash:
		

		
			$0.00
		

		
			Other Charges Paid in Cash:
		

		
			$800.00
		

		
			$800.00  Documentation Fees
		

		
			Total Charges Paid in Cash:
		

		
			$800.00
		

		
			AUTOMATIC PAYMENTS.  Borrower hereby authorizes Lender automatically to deduct from Borrower's Demand Deposit - Checking account, numbered 83106203, the amount of any loan payment.  If the funds in the account are insufficient to cover any payment, Lender shall not be obligated to advance funds to cover the payment.  At any time and for any reason, Borrower or Lender may voluntarily terminate Automatic Payments.
		

		
			REQUEST FOR ADVANCE. All requests for Advances and line pay downs received in Lender's Loan Service Dept. at 9300 Flair Drive, 6th Floor, El Monte, CA 91731 after 4:00 p.m. will be treated as having been requested on the next succeeding business day.
		

		
			Any (1) of the following individuals are authorized to request advances and authorize payments under this loan, and take all additional actions such individual(s) may deem necessary or appropriate to implement the provisions of the documents relating to this loan.  The individuals named below hold the titles appearing after their respective names, and true specimens of their signatures appear after their respective names below.
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						Jack Y. Zhang, CEO       _____________

					
					
						_______/s/ JACK Y. ZHANG________________

				
	
					
						Name/Title

					
					
						Signature

				



		
			 
		

			
					
						 

					
					
						 

				
	
					
						Bill Peters, CFO       ________________

					
					
						________/s/ WILLIAM J. PETERS____________

				
	
					
						Name/Title

					
					
						Signature

				



		
			 
		

			
					
						 

					
					
						Z

				
	
					
						Jason Shandell, President       _______

					
					
						_______/s/ JASON SHANDELL______________

				
	
					
						Name/Title

					
					
						Signature

				



		
			 
		

			
					
						 

					
					
						 

				
	
					
						Albert Cuadra, Controller       ________

					
					
						_______/s/ ALBERT CUADRA_______________

				
	
					
						Name/Title

					
					
						Signature

				



		
			 
		

		
			


		 


		

			

		


		

			 

		





 



		

		
			 
		

		
			LOAN FEE DEDUCTION. Borrower authorizes Lender to deduct the fees and any other third party costs and expenses related to the Loan and charges above from Borrower's checking account, number, 83106203 with Lender, all without further consent of Borrower. Bank is fully entitled to take such actions even if Borrower gives contrary instructions or demands to Bank.
		

		
			FINANCIAL CONDITION.  BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER.  THIS AUTHORIZATION IS DATED MAY 3, 2017.
		

		
			BORROWER:
		

		
			INTERNATIONAL MEDICATION SYSTEMS, LIMITED
		

		
			 
		

			
					
						By: _______/s/ JACK Y. ZHANG___________________

					
						Jack Y. Zhang, CEO of International Medication Systems, Limited

					
					
						By: ________/s/ WILLIAM J. PETERS____________

					
						William J. Peters, Chief Financial Officer of International Medication Systems, Limited

				



		
			 
		

		
			LaserPro, Ver. 17.1.10.015  Copr. D+H USA Corporation 1997, 2017.   All Rights Reserved.   - CA  E:\PROD\LOANDOC\CFI\LPL\I20.FC  TR-5159  PR-7 (M)