I.
A CERTIFICAT D' ATTESTATION (QUEBEC)
FOR PHARMATHENE CANADA;
J.
SUPPLEMENTAL DEED CONCERNING THE
CHARGE OVER SHARES BY NEW BORROWER IN CONNECTION WITH PLEDGE OF STOCK IN
PHARMATHENE UK LIMITED ("PHARMATHENE UK");
K.
THE RESULTS OF UCC SEARCHES WITH RESPECT
TO THE COLLATERAL FOR NEW BORROWER INDICATING NO LIENS OTHER THAN PERMITTED
LIENS AND OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO LENDERS;
L.
A LEGAL OPINION OF NEW BORROWER'S
COUNSEL (AUTHORITY AND ENFORCEABILITY), IN FORM AND SUBSTANCE ACCEPTABLE TO
LENDERS;
M.
INSURANCE CERTIFICATES (ACORD 25 AND ACORD 28
FORMS) FOR NEW BORROWER;
N.
CERTIFICATES PURSUANT TO THE EXISTING
WARRANTS SETTING FORTH ADJUSTMENTS, IF ANY; AND
O.
SUCH OTHER DOCUMENTS AS LENDERS MAY
REASONABLY REQUEST.
2
7.
DESCRIPTION OF COLLATERAL.
REPAYMENT
OF THE OBLIGATIONS IS SECURED BY THE COLLATERAL AS DESCRIBED IN THE LOAN
AGREEMENT (TOGETHER WITH ANY OTHER COLLATERAL SECURITY GRANTED TO AGENT, FOR THE
RATABLE BENEFIT OF THE LENDERS, THE "SECURITY DOCUMENTS").
Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".
8.
DESCRIPTION OF CHANGE IN TERMS.
A.
MODIFICATIONS TO LOAN AGREEMENT.
1
THE LOAN AGREEMENT SHALL BE AMENDED
BY DELETING THE FOLLOWING PROVISION APPEARING AS SECTION 6.2(I):
"(i) as soon as available, but no later than thirty (30) days after the last day
of each month, a company prepared consolidated balance sheet and income
statement covering Borrower's consolidated operations for such month certified
by a Responsible Officer and in a form acceptable to Agent;"
and inserting in lieu thereof the following:
"(i) as soon as available, but no later than thirty (30) days after the last day
of each month, a company prepared consolidated and consolidating balance sheet
and income statement covering Borrower's and each of its Subsidiary's operations
for such month certified by a Responsible Officer and in a form acceptable to
Agent;"
2
THE LOAN AGREEMENT SHALL BE AMENDED
BY DELETING THE FOLLOWING PROVISION APPEARING AS SECTION 6.11 THEREOF ENTITLED
"MINIMUM CASH AT SVB":
"6.11
MINIMUM CASH AT SVB. BORROWER SHALL MAINTAIN, AT ALL
TIMES, AT A SEGREGATED ACCOUNT AT EITHER SVB OR SVB SECURITIES, UNRESTRICTED AND
UNENCUMBERED CASH OR CASH EQUIVALENTS IN THE AMOUNT OF AT LEAST ONE AND
ONE-QUARTER (1.25) TIMES ALL OBLIGATIONS OF BORROWER TO THE LENDERS."
and inserting in lieu thereof the following:
"6.11
Minimum Cash at SVB. Borrower shall maintain, at all
times, at a segregated account at either SVB or SVB Securities, unrestricted and
unencumbered cash or Cash Equivalents in an amount equal to at least one (1.0)
times all Obligations of Borrower to Lenders.
Notwithstanding the foregoing,
commencing as of January 1, 2009, the amount required in such account shall be
reduced to an amount equal to at least one-half (0.50) times all Obligations of
Borrower to Lenders."
3
THE LOAN AGREEMENT SHALL BE AMENDED
BY INSERTING THE FOLLOWING NEW DEFINITIONS TO APPEAR ALPHABETICALLY IN
SECTION 13.1 THEREOF:
"
"Reduction Item" means the novation
of certain agreements between the National Institutes of Health, Avecia