Third Amendment to Loan Agreement



 Exhibit 10.217 
  
 THIRD AMENDMENT TO LOAN AGREEMENT 
  
 THIS THIRD AMENDMENT TO LOAN AGREEMENT (the “Amendment”), dated as of June 30, 2005, is made by and among PHARMACEUTICAL PRODUCT DEVELOPMENT,
INC. (the “Borrower”), PPD DEVELOPMENT, LP, (the “Guarantor”) and BANK OF AMERICA, N.A. (the “Bank”). 
  
 RECITALS: 
  
 A. The Borrower, the Guarantor and the Bank entered into that certain Loan Agreement, dated as of July 25, 2002, as amended (the “Loan
Agreement”). 
  
 B. The Borrower, the Guarantor and the Bank
have agreed to amend the Loan Agreement as set forth herein. 
  
 NOW THEREFORE, the parties hereto agree as follows: 
  
 1. The Loan Agreement is hereby amended as follows: 
  
 (a) Section 1.01 is amended by deleting the definition of “Termination Date” and replacing it with the following definition: 
  
 “Termination Date” means June 30, 2006, or such later date as to which the Bank may agree in its
sole discretion. 
  
 (b) The first sentence of
Section 2.3(a) is amended in its entirety so that such sentence now reads as follows: 
  
 “Loans outstanding hereunder shall bear interest at a per annum rate equal to (i) the LIBOR Rate plus five-eights of one
percent (0.625%) or (ii) the Prime Rate, as the Borrower may elect; provided, that after the occurrence and during the continuance of an Event of Default, the principal and, to the extent permitted by law, interest on the Loans and any other
amounts owing hereunder shall bear interest, payable on demand, at a rate equal to the Prime Rate plus two percent (2%).” 
  
 2. Except as hereby modified, all the terms and provisions of the Loan Agreement and exhibits thereto remain in full force and effect. 
  
 3. The Borrower and the Guarantor acknowledge and agree that there are no
defenses, setoffs or counterclaims available to them with respect to the performance of their obligations under the Loan Agreement (including, without limitation, the Guarantor’s obligations under Section 3 of the Loan Agreement). 







 4. The Borrower and the Guarantor will execute such additional documents as are reasonably requested by
the Bank to reflect the terms and conditions of this Amendment and will cause to be delivered such certificates, legal opinions and other documents as are reasonably required by the Bank. In addition, the Borrower and the Guarantor will pay all
costs and expenses in connection with the preparation, execution and delivery of the documents executed in connection with this transaction, including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel to the Bank
as well as any and all filing and recording fees and stamp and other taxes with respect thereto and to save the Bank harmless from any and all such costs, expenses and liabilities. 
  
 5. 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 counterpart. 
  
 6. This Amendment and all other documents executed pursuant to the transactions contemplated herein shall be deemed to be contracts made under, and for
all purposes shall be construed in accordance with, the internal laws and judicial decisions of the State of North Carolina. The Borrower and the Guarantor hereby submit to the jurisdiction and venue of the state and federal courts of North Carolina
for the purposes of resolving disputes hereunder and thereunder or for purposes of collection. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their fully authorized officers as of the day and year first above written. 
  

							
	BORROWER:	 	 PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.,
 a North Carolina corporation

			
	 	 	By:	 	 /s/ Fred B. Davenport, Jr.


	 	 	Name:	 	Fred B. Davenport, Jr.
	 	 	Title:	 	President
		
	GUARANTOR:	 	PPD DEVELOPMENT, LP,
	 	 	a Texas limited partnership
			
	 	 	 	 	By: PPD GP, LLC,
	 	 	 	 	a Delaware limited liability company,
	 	 	 	 	its General Partner
				
	 	 	 	 	By:	 	 /s/ Fred B. Davenport, Jr.


	 	 	 	 	Name:	 	Fred B. Davenport, Jr.
	 	 	 	 	Title:	 	President









					
	BANK:	 	BANK OF AMERICA, N.A.
			
	 	 	By:	 	 /s/ J. Thomas Johnson, Jr.


	 	 	Name:	 	J. Thomas Johnson, Jr.
	 	 	Title:	 	Senior Vice President