AND FEDERAL EXPRESS. All Star Gas Corporation, f/k/a Empire Gas Corporation 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 RE: LOANS BY BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, F/K/A BANK OF AMERICA ILLINOIS, TO ALL STAR GAS CORPORATION, F/K/A EMPIRE GAS CORPORATION Ladies and Gentlemen: Reference is made to the Loan and Security Agreement dated as of June 29, 1994 among All Star Gas Corporation, f/k/a Empire Gas Corporation ("Borrower"), the Lenders party thereto ("Lenders") and Bank of America National Trust and Savings Association, f/k/a Bank of America Illinois, f/k/a Continental Bank, f/k/a/ Continental Bank N.A., as a Lender and as Agent for the Lenders ("Agent"), as amended through the date hereof (the "Loan Agreement"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement. Borrower has informed Agent that Borrower has breached Section 6.4 of Supplement A to the Loan Agreement by permitting Acquisition Availability on December 31, 1997 to be less than the minimum required amount for the 12 month period ended on such date. The occurrence of such breach and the continuance thereof for a period exceeding 10 days after the occurrence thereof constitutes an Event of Default under Section 6.1(h) of the Loan Agreement (the "Existing Default"). Borrower has informed Agent that the Existing Default remains in existence as of the date hereof. Consequently, Borrower has requested that Requisite Lenders agree to waive the Existing Default. Requisite Lenders have agreed to do so, on the condition set forth herein. Subject to the last paragraph hereof, Requisite Lenders hereby waive the Existing Default and any and all rights and remedies that Agent and Lenders may have under the Loan Agreement, the Related Agreements and applicable law in respect thereof. Other than as expressly set forth herein, the foregoing waiver shall not constitute a waiver of any Events of Default or Unmatured Events of Default that are now in existence or that may hereafter occur or any rights or remedies that Agent or any Lender may have under the Loan Agreement, the Related Agreements or applicable law with respect thereto, all of which rights and remedies Agent and Lenders hereby specifically reserve. The effectiveness of the foregoing waiver is conditioned upon Borrower's agreement, as evidenced by its signed acknowledgment of this letter below, that notwithstanding anything contained in Section 5.12(d) of ...
AND FEDERAL EXPRESS. Re: Release and Termination of Manufacturing and Packaging Agreement Dear Dxxx: As you know, Ligand Pharmaceuticals Incorporated (“Ligand”) and Cardinal Health PTS, LLC (“Cardinal”) are parties to that certain Manufacturing and Packaging Agreement, dated February 13, 2004, as amended (the “Manufacturing Agreement”) and those certain Quality Agreements for AVINZA®, dated April 12, 2005, and April 10, 2006, respectively (the “Quality Agreements”). As you are also aware, Ligand has assigned to King Pharmaceuticals, Inc. (“King”), as of February 26, 2007 (the “Closing”), all or substantially all of its assets to which the Manufacturing Agreement relates, including without limitation, its rights in and to the AVINZA® product, pursuant to a Purchase Agreement, dated September 6, 2006, as amended (the “Purchase Agreement”). However, the Manufacturing Agreement was not assigned to King as part of the Purchase Agreement. As such, each of Ligand and Cardinal intend to terminate the Manufacturing Agreement pursuant to the terms set forth below (the “Letter Agreement”).
