OF ANY RIGHT,
REMEDY, POWER OR PRIVILEGE UNDER OR IN RESPECT OF ANY SUCH AGREEMENT OR
INSTRUMENT WITH RESPECT TO ANY OTHER COMPANY, OR THE FAILURE TO GIVE NOTICE OF
ANY OF THE FOREGOING TO ANY OTHER COMPANY, (B) ANY INVALIDITY OR
UNENFORCEABILITY, IN WHOLE OR IN PART, OF ANY SUCH AGREEMENT OR INSTRUMENT WITH
RESPECT TO ANY OTHER COMPANY; (C) ANY FAILURE ON THE PART OF ANY OTHER COMPANY
FOR ANY REASON TO PERFORM OR COMPLY WITH ANY TERM OF ANY SUCH AGREEMENT OR
INSTRUMENT; (D) ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT,
READJUSTMENT, COMPOSITION, LIQUIDATION OR SIMILAR PROCEEDING WITH RESPECT TO ANY
OTHER COMPANY OR ITS PROPERTIES OR CREDITORS; OR (E) ANY OTHER OCCURRENCE
WHATSOEVER, WHETHER SIMILAR OR DISSIMILAR TO THE FOREGOING, WITH RESPECT TO ANY
OTHER COMPANY.
EACH COMPANY HEREBY WAIVES ANY REQUIREMENT OF DILIGENCE OR
PROMPTNESS ON THE PART OF THE LENDER IN THE ENFORCEMENT OF THEIR RIGHTS
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITH RESPECT TO THE OBLIGATIONS OF
ITSELF OR OF ANY OTHER COMPANY.
WITHOUT LIMITING THE FOREGOING ANY FAILURE TO
MAKE ANY DEMAND UPON, TO PURSUE OR EXHAUST ANY RIGHTS OR REMEDIES AGAINST A
COMPANY, OR ANY DELAY WITH RESPECT THERETO, SHALL NOT AFFECT THE OBLIGATIONS OF
ANY OTHER COMPANY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
SECTION 9.15.
Counterparts.
This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which,
taken together, shall constitute one and the same instrument.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
43
IN WITNESS WHEREOF, the Companies and the Lender have caused this Agreement to
be duly executed by their duly authorized officers, as of the day and year first
above written.
EON LABS, INC.
By:
William F. Holt
Vice President
EON PHARMA, LLC
By:
William F. Holt
Vice President - Finance
JPMORGAN CHASE BANK
By:
Sanford Wald
Vice President
44
SCHEDULE I
Subsidiaries
Name of Entity
State of
Incorporation
or Formation
Owners of Shares or Interests
Names and Percentages
of Shares Owned
45
SCHEDULE II
Existing Liens
46
SCHEDULE III
Existing Indebtedness
47
SCHEDULE IV
Existing Guarantees
48
SCHEDULE V
Litigation
49
EXHIBIT A
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$25,000,000
Uniondale, New York
July___, 2004
FOR VALUE RECEIVED, EON LABS, INC., a Delaware corporation and EON PHARMA, LLC,
a Delaware limited liability company (each a "Company" and, collectively, the
"Companies"), jointly and severally, promise to pay to the order of JPMORGAN
CHASE BANK (the "Lender"), on or before the Revolving Credit Commitment
Termination Date, the principal amount of TWENTY FIVE MILLION DOLLARS
($25,000,000) or, if less, the unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Companies under the Credit Agreement referred to
below.
The Companies also promise to pay interest on the unpaid principal amount hereof
from the date hereof until paid in full at the rates and at the times which
shall be determined, and to make principal repayments on this Note