Exhibit 10.7





Exhibit 10.7




FOURTH AMENDMENT TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT




THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (the “Amendment”) is made effective
as of the 12th day of
March, 2010, by and among IMPAX LABORATORIES, INC., a Delaware corporation (“Borrower”), and
WACHOVIA BANK, NATIONAL ASSOCIATION, a Wells Fargo Company (together with its successors and
assigns, “Bank”).



BACKGROUND




A. Pursuant to that certain Amended and Restated Loan and Security Agreement
dated December 15, 2005 by and between Borrower and Bank (as amended by that certain First
Amendment to Amended and Restated Loan and Security Agreement dated October 14, 2008,
that certain Second Amendment to Amended and Restated Loan and Security Agreement dated
December 31, 2008, that certain Third Amendment to Amended and Restated Loan and Security
Agreement dated March 31, 2009 and as the same may hereafter be further amended, modified,
supplemented or restated from time to time, being referred to herein as the “Loan Agreement”),
Bank agreed, inter alia, to amend and restate an existing revolving line of credit in the
maximum
principal amount of Thirty-Five Million Dollars ($35,000,000.00).



B. Borrower has requested and Bank has agreed to amend the Loan Agreement in
accordance with the terms and conditions contained herein.



C. All capitalized terms contained herein and not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.



NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:



1. Termination Date. The reference to “March 31, 2010” contained in the definition
of “Termination Date” in Section 1.1 of the Loan Agreement is hereby deleted and
replaced
with “June 30, 2010”.



2. Amendment/References. The Loan Agreement and the Loan Documents are
hereby amended to be consistent with the terms of this Amendment. All references in the Loan
Agreement and the Loan Documents to (a) the “Loan Agreement” shall mean the Loan
Agreement as amended hereby; and (b) the “Loan Documents” shall include this Amendment
and all other instruments or agreements executed pursuant to or in connection with the terms
hereof.



3. Release. Borrower acknowledges and agrees that it has no claims, suits or causes
of action against Bank and hereby remises, releases and forever discharges Bank, their
officers,
directors, shareholders, employees, agents, successors and assigns, and any of them, from any
claims, suits or causes of action whatsoever, in law or at equity, which Borrower has or may
have arising from any act, omission or otherwise, at any time up to and including the date of
this
Amendment.


 


 









 





4. Additional Documents; Further Assurances. Borrower covenants and agrees to
execute and deliver to Bank, or to cause to be executed and delivered
to Bank
contemporaneously herewith, at the sole cost and expense of Borrower, the Amendment and any
and all documents, agreements, statements, resolutions, searches, insurance policies,
consents,
certificates, legal opinions and information as Bank may require in connection with the
execution
and delivery of this Amendment or any documents in connection herewith, or to further
evidence, effect, enforce or protect any of the terms hereof or the rights or remedies granted
or
intended to be granted to Bank herein or in any of the Loan Documents, or to enforce or to
protect Bank’s interest in the Collateral. All such documents, agreements, statements, etc.,
shall
be in form and content acceptable to Bank in its sole discretion. Borrower hereby authorizes
Bank to file, at Borrower’s cost and expense, financing statements, amendments thereto and
other items as Bank may require to evidence or perfect Bank’s continuing security interest and
liens in and against the Collateral. Borrower agrees to join with Bank in notifying any third
party
with possession of any Collateral of Bank’s security interest therein and in obtaining an
acknowledgment from the third party that it is holding the Collateral for the benefit of Bank.
Borrower will cooperate with Bank in obtaining control with respect to Collateral consisting
of
deposit accounts, investment property, letter-of-credit rights and electronic chattel paper.




5. Further Agreements and Representations. Borrower does hereby:



(a) ratify, confirm and acknowledge that the statements contained in the
foregoing Background are true and complete and that, as amended hereby, the Loan Agreement
and the other Loan Documents are in full force and effect and are valid, binding and
enforceable
against Borrower and its assets and properties, all in accordance with the terms thereof, as
amended;



(b) covenant and agree to perform all of Borrower’s obligations under the
Loan Agreement and the other Loan Documents, as amended;



(c) acknowledge and agree that as of the date hereof, Borrower has no
defense, set-off, counterclaim or challenge against the payment of any of the Obligations or
the
enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as
amended;



(d) acknowledge and agree that all representations and warranties of Borrower
contained in the Loan Agreement and/or the other Loan Documents, as amended (including,
without limitation as modified by the amendments set forth on Schedule A hereto), are
true,
accurate and correct on and as of the date hereof as if made on and as of the date hereof,



(e) represent and warrant that no Default or Event of Default exists;



(f) covenant and agree that Borrower’s failure to comply with any of the
terms of this Amendment or any other instrument or agreement executed or delivered in
connection herewith, shall constitute an Event of Default under the Loan Agreement and each of
the other Loan Documents; and


 


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(g) acknowledge and agree that nothing contained herein, and no actions
taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the
Loan
Agreement or of any of the other Loan Documents and does not constitute a release, termination or
waiver of any existing Event of Default or of any of the liens, security interests, rights or
remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights
and remedies are hereby expressly ratified, confirmed, extended and continued as security for all
of the Obligations.



Borrower acknowledges and agrees that Bank is relying on the foregoing agreements,
confirmations, representations and warranties of Borrower and the other agreements,
representations and warranties of Borrower contained herein in agreeing to the amendments
contained in this Amendment.



6. Fees, Cost, Expenses and Expenditures. Borrower will pay all of Bank’s
reasonable, oul-of-pocket expenses in connection with the review, preparation, negotiation,
documentation and closing of this Amendment and the consummation of the transactions
contemplated hereunder, including without limitation, fees, disbursements, expenses
and
disbursements of counsel retained by Bank and all fees related to filings, recording of
documents, searches, environmental assessments and appraisal reports, whether or not the
transactions contemplated hereunder are consummated.



7. No Waiver. Nothing contained herein constitutes an agreement or obligation by
Bank to grant any further amendments to the Loan Agreement or any of the other Loan
Documents. Nothing contained herein constitutes a waiver or release by Bank of any Event of
Default or of any rights or remedies available to Bank under the Loan Documents or at law or
in
equity.



8. Inconsistencies. To the extent of any inconsistencies between the terms and
conditions of this Amendment and the terms and conditions of the Loan Agreement or the other
Loan Documents, the terms and conditions of this Amendment shall prevail. All terms and
conditions of the Loan Agreement and other Loan Documents not inconsistent herewith shall
remain in full force and effect and are hereby ratified and confirmed by Borrower.



9. Binding Effect. This Amendment, upon due execution hereof, shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and
assigns.



10. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of
law principles.



11. Severability. The provisions of this Amendment and all other Loan Documents
are deemed to be severable, and the invalidity or unenforceability of any provision shall not
affect or impair the remaining provisions which shall continue in full force and effect.



12. Modifications. No modification of this Amendment or any of the Loan
Documents shall be binding or enforceable unless in writing and signed by or on behalf of the
party against whom enforcement is sought.


 


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13. Headings. The headings of the Articles, Sections, paragraphs and clauses of this
Amendment are inserted for convenience only and shall not be deemed to constitute a part of
this
Amendment.



14. Counterparts. This Amendment may be executed in multiple counterparts, each
of which shall constitute an original and all of which together shall constitute the same
agreement.



[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]




 


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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this
Amendment to be executed the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	IMPAX LABORATORIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Arthur A. Koch, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name/Title:
	 	Arthur A. Koch, Jr. SVP & CFO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, a

WELLS FARGO COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Margaret A. Byrne	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Margaret A. Byrne/Director	 	 







 


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