AMENDMENT NO. 2 TO LOAN AGREEMENT



AND RELATED NOTE


 


THIS AMENDMENT NO.
2 TO LOAN AGREEMENT AND RELATED NOTE (this “Amendment”) dated as of January 30, 2013, is by and
among HSL HOLDINGS INC., a Delaware corporation (the “Borrower”), JUBILANT LIFE SCIENCES HOLDINGS,
INC. (the “Guarantor”), and JUBILANT CADISTA PHARMACEUTICALS INC., a Delaware corporation
(the “Lender”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used
herein and not otherwise defined shall have the meaning ascribed thereto in the “Loan Agreement” (as defined below).


 


WHEREAS, the
Lender has extended an unsecured recourse loan to the Borrower in the principal amount of Ten Million and 00/100 ($10,000,000)
pursuant to a loan agreement, dated as of November 23, 2011 (the “Original Loan Agreement”), which loan agreement
has been amended pursuant to Amendment No. 1 to Loan Agreement and Related Note, dated as of November 30, 2012 (the Original Loan
Agreement, as amended, the “Loan Agreement”); and


 


WHEREAS, the
Borrower and the Lender are entering into another loan agreement (the “2013 Loan Agreement”) and a related promissory
note, simultaneously with this Amendment, providing for an additional loan (the “Additional Loan”) by Lender
to Borrower in the principal amount of Twenty Million and 00/100 Dollars ($20,000,000);


 


WHEREAS, the
Lender would not enter into the 2013 Loan Agreement and extend the Additional Loan, unless Borrower enters into this Amendment;


 


WHEREAS, the
Guarantor intends by its signature hereof to acknowledge and consent to the modifications to the Loan Agreement contemplated by
this Amendment (notwithstanding that such consent is not legally required for the obligations of the Guarantor to remain binding)
and Guarantor agrees to certain modifications to its guaranty as set forth herein;


 


WHEREAS, the
Lender would not enter into the 2013 Loan Agreement and extend the Additional Loan, unless Guarantor enters into this Amendment;


 


NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.            Amendment
to Loan Agreement. Upon effectiveness of this Amendment as set forth in Section 4 below, the
Loan Agreement shall be amended as follows:


 


		(a)	By deleting the word “or,” which appears after the semi-colon at the end of clause
(iii) of Section 15;



 


		(b)	By substituting a semi-colon for the period at the end of clause (iv) of Section 15 and inserting
the word “or” after the semi-colon; and



 


		(c)	Adding a new clause (v) to Section 15, to read in its entirety as follows:





 




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“(v)         The
occurrence of an “Event of Default,” as defined in that certain loan agreement, dated January 30, 2013, by and between
Borrower and Lender, as the same may hereafter be amended (the “2013 Loan Agreement”).”


 


2.           References
to Loan Agreement in Note and Guaranty All references to the “Loan Agreement” in the Note and in the Guaranty
executed by Guarantor in connection therewith (the “Guaranty”) shall mean the Loan Agreement as modified hereby


 


3.           Amendment
to Guaranty. Upon effectiveness of this Amendment as set forth in Section 4 below, Guarantor’s Guaranty shall
be amended by amending the fifth sentence thereof to read in its entirety as follows:


 


“Until
such time as the Loan Obligations and all liabilities, obligations and covenants of Borrower under the 2013 Loan Agreement and
the promissory note executed in connection therewith have been fully and indefeasibly been repaid to Lender, Guarantor hereby irrevocably
and unconditionally waives and relinquishes any and all statutory, contractual, common law, equitable or other rights and claims
the Guarantor may have against Borrower in connection with the Loan Obligations, including, without limitation, any claim (i) to
seek reimbursement, contribution, indemnification, set-off or other recourse from or against Borrower in connection with any payment
by Guarantor pursuant to this Guaranty, or (ii) to be subrogated to the Lender’s rights under this Loan Agreement and/or
the Note upon the Guarantor’s performance under this Guaranty.”


 


4.           Conditions
to Effectiveness. This Amendment shall be and become effective when the Lender shall have received counterparts of this
Amendment, which collectively, shall have been duly executed on behalf of the Borrower and the Guarantor.


 


5.           Representations
and Warranties.


 


(a)          Borrower
hereby represents and warrants to the Lender that:


 


(i)          No
default or Event of Default will exist after giving pro forma effect to this Amendment and the transactions contemplated by and
consented to in this Amendment;


 


(ii)         Giving
effect to this Amendment, the representations and warranties set forth in the Loan Agreement are, subject to the limitations set
forth therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier
date);


 


(iii)        Each
of the Guarantor and the Borrower has the organizational power and authority to execute and deliver this Amendment and to perform
its obligations hereunder and has taken all necessary organizational action to authorize the execution, delivery and performance
by it of this Amendment; and


 


(iv)        Each
of the Guarantor and the Borrower has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid
and binding obligation enforceable in accordance with its terms.


 


(b)          The
Guarantor hereby makes the same representations and warranties to Lender, after giving effect to this Amendment as set forth in
Sections 4(a)(iii) and (iv) of this Amendment as if set forth herein mutatis mutandis.


 




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6.           Amendment;
No Implied Waiver. This Amendment shall be limited precisely as written and shall not operate as a consent to any other
action or inaction by the Borrower or the Guarantor, or as a waiver or amendment of any right, power, or remedy of the Lender under
the Loan Agreement, the Note or the Guaranty nor constitute a consent to any action or inaction, or a waiver or amendment of any
provision contained in the Loan Agreement, the Note or the Guaranty except as specifically provided herein. Without limiting the
generality of the foregoing, and for the avoidance of doubt, nothing contained in this Amendment shall limit or be deemed to limit
Lender’s right to demand repayment of all or any portion of the outstanding principal amount of the Loan, accrued and unpaid
interest, together with prepayment fees and other sums and expenses, pursuant to Section 3 of the Loan Agreement, regardless of
whether an Event of Default has occurred.


 


7.           Reaffirmation
of Borrower and Guarantors Obligations; Other Acknowledgement and Consents. Each of the Borrower and the Guarantor hereby:


 


(a)          Agrees
that it is truly and justly indebted to the Lender for all of the Borrower’s obligations under the Loan Agreement and the
Note without defense, offset or counterclaim of any kind whatsoever and reaffirms and admits the validity and enforceability of
the Loan Agreement, the Note and the Guaranty to which it is a party;


 


(b)          Consents
to the execution and delivery of this Amendment by the Borrower and the Guarantor and to the terms and conditions set forth herein
and any other waivers, consents or amendments which the Lender deems appropriate;


 


(c)          Agrees
to be bound by the terms and conditions of the Loan Agreement and the Guaranty as amended or modified by this Amendment;


 


(d)          Acknowledges
and agrees that all obligations of the Borrower under the Loan Agreement, as amended and modified by this Amendment, are included
in the obligations guaranteed by the Guarantor pursuant to the Loan Agreement; and


 


(e)          Notwithstanding
any prior disregard of any of the terms of the Loan Agreement, the Note or the Guaranty agrees that the terms of the Loan Agreement,
Note and the Guaranty shall be strictly adhered to on and after the date hereof in accordance with the terms hereof.


 


8.           Further
Assurances. The Borrower and the Guarantor will each execute such additional documents as are reasonably requested by the
Lender to reflect the terms and conditions of this Amendment and will cause to be delivered such agreements, certificates, and
other documents as are reasonably required by the Lender.


 


9.           Counterparts/Telecopy
This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be original and
all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy
shall be effective as an original and shall constitute a representation that an original shall be delivered.


 


10.         Governing
Law. This Amendment shall be deemed to be a contract made under and governed by the laws of the State of Delaware, without
giving effect to conflict of laws principles.


 




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11.         Survival.
All warranties, representations and covenants made by Borrower and the Guarantor herein, or in any agreement referred to herein
or in any certificate, document or other instrument delivered by them or on their behalf under this Amendment, shall be considered
to have been relied upon by Lender. All statements in any such certificate or other instrument shall constitute warranties and
representations by Borrower and Guarantor hereunder. All warranties, representations, and covenants made by Borrower and Guarantor
hereunder or under any other agreement or instrument shall be deemed continuing until the payment in full, in cash, and indefeasible
satisfaction of all liabilities and obligations of Borrower under the Loan Agreement and the Note and the 2013 Loan Agreement and
the related promissory note.


 


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IN WITNESS WHEREOF, the Borrower
and the other parties listed below have caused this Amendment to be duly executed as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	HSL HOLDINGS INC.,
	 	 
	 	By:	/s/  Sitakant Chaudhary
	 	 	      Sitakant Chaudhary, Chief Financial Officer
	 	 	 
	 	GUARANTOR:
	 	 	 
	 	JUBILANT LIFE SCIENCES HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Rahul Devanani
	 	 	     Rahul Devnani, Treasurer
	 	 	 
	 	LENDER:
	 	 	.
	 	JUBILANT CADISTA PHARMACEUTICALS INC.
	 	 	 
	 	By:	/s/  Kamal Mandan
	 	 	      Kamal Mandan, Chief Financial Officer


 


[Signature page to Amendment No. 2 to Loan
Agreement]


 



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