THE REVOLVING LOAN COMMITMENT
ON SUCH DATE MINUS THE SUM OF THE AGGREGATE AMOUNT OF ALL OUTSTANDING LOC
OBLIGATIONS.
AT ANY TIME THAT THERE IS AN EXISTING DEFAULT, THE REVOLVING LOAN
COMMITMENT MAY BE CANCELED AS PROVIDED IN SECTION 17.2."
(c)
Section 4.3 (Interest on the Term Loan) of the Loan Agreement is hereby
amended and restated to read as follows:
"INTEREST ON THE TERM LOAN.
BORROWER SHALL PAY INTEREST ON THE TERM LOAN AT A RATE OF INTEREST IN AN AMOUNT
EQUAL TO THREE PERCENT (3.00%) ABOVE THE FROM TIME TO TIME EURODOLLAR RATE FOR
90 DAY INTEREST PERIODS, AS DETERMINED TWO DAYS BEFORE THE FIRST DAY OF EACH
CALENDAR QUARTER DURING THE TERM OF THE TERM LOAN."
(d)
Section 15.3 (Indebtedness) is hereby amended by adding the following
new Section 15.3.9:
"15.3.9 PIPE Transaction.
Unsecured subordinated Indebtedness created, incurred or assumed by
Borrower in connection with a PIPE Transaction on such terms and with such
parties as are acceptable to the Lender in its commercially reasonable
discretion and which is otherwise consummated in accordance with all applicable
laws."
(e)
Section 15.5 (Revolving Loan Thirty Date Reduction) is hereby deleted.
(f)
Section 15.9 (Indirect Obligations) of the Loan Agreement is hereby
amended and restated to read as follows:
"15.9.
INDIRECT OBLIGATIONS.
CREATE, INCUR, ASSUME OR ALLOW TO EXIST ANY INDIRECT OBLIGATIONS EXCEPT FOR
(I) INDIRECT OBLIGATIONS WHICH ARE LOAN OBLIGATIONS, (II) INDIRECT OBLIGATIONS
OF BORROWER EXISTING OR CONTEMPLATED ON THE AMENDED AND RESTATED EFFECTIVE DATE
AND DISCLOSED TO LENDER ON EXHIBIT 12, AND (III) UNSECURED INDIRECT OBLIGATIONS
OF TRIPOS UK HOLDINGS NOT TO EXCEED IN THE AGGREGATE GBP 500,000 THAT ARE
PROVIDED IN CONNECTION WITH CAPITAL LEASES OF TRIPOS DISCOVERY RESEARCH, A
UNITED KINGDOM CORPORATION."
(g)
Section 15.10 (Capital Structure; Equity Securities) of the Loan
Agreement is hereby amended and restated as follows:
"15.10.
CAPITAL STRUCTURE; EQUITY SECURITIES.
2
MAKE ANY CHANGE IN THE CAPITAL STRUCTURE OF ANY COVERED PERSON WHICH HAS OR IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; OR ISSUE OR CREATE ANY
SECURITIES (EXCEPT FOR DIRECTOR QUALIFYING SHARES IN THE CASE OF COVERED PERSONS
NOT ORGANIZED UNDER THE LAWS OF THE UNITED STATES) OF ANY COVERED PERSON, EXCEPT
AS APPROVED IN ADVANCE BY LENDER (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD)
PROVIDED, HOWEVER, THAT, IF NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
THEN CONTINUING, OR OTHERWISE WOULD REASONABLY BE LIKELY TO ARISE DUE TO ANY
SUCH TRANSACTION, AND SUBJECT IN ALL CASES TO THE TERMS OF SECTION 15.7,
BORROWER MAY ENTER INTO A PRIVATE PLACEMENT OF EQUITY SECURITIES (A "PIPE
TRANSACTION") ON SUCH TERMS AND WITH SUCH PARTIES AS ARE ACCEPTABLE TO THE
LENDER IN ITS COMMERCIALLY REASONABLE DISCRETION AND WHICH IS OTHERWISE
CONSUMMATED IN ACCORDANCE WITH ALL APPLICABLE LAWS; PROVIDED, FURTHER, THAT, IF
ANY SUCH PIPE TRANSACTION SHALL REQUIRE ANY FORM OF FUTURE INTEREST OR DIVIDEND
PAYMENTS, THEN AT THE TIME OF RECEIPT BY BORROWER OF THE INITIAL PROCEEDS FROM
SUCH PIPE TRANSACTION, BORROWER SHALL DEPOSIT AN AMOUNT EQUAL