Exhibit 10.180
CONSENT AND AMENDMENT
THIS CONSENT AND AMENDMENT (this "Consent"), dated as of February 4,
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2002, to the Loan Agreement referenced below, is by and among Pharmaceutical
Product Development, Inc., a North Carolina corporation (the "Borrower"), the
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Subsidiaries of the Borrower identified on the signature pages hereto (the
"Guarantors") and First Union National Bank (the "Bank").
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W I T N E S S E T H
WHEREAS, a $50 million credit facility has been established in favor of
the Borrower pursuant to the terms of that Loan Agreement dated as of June 24,
1998 (as amended, modified, supplemented and extended from time to time, the
"Loan Agreement") among the Borrower, the Guarantors and the Bank;
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WHEREAS, the Borrower intends to acquire, either directly or indirectly
through one or more of its Subsidiaries, by way of merger, purchase or
otherwise, all of the capital stock of Medical Research Laboratories
International, Inc. and Medial Research Laboratories International B.V.B.A.
(collectively, the "Proposed Acquisition");
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WHEREAS, the Borrower has requested that the Bank consent to the Proposed
Acquisition; and
WHEREAS, the Bank has agreed to consent to the Proposed Acquisition on
the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Terms used herein not otherwise defined herein shall
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have the meanings provided to such terms in the Loan Agreement.
2. Consent to Proposed Acquisition. Notwithstanding the provisions of
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Section 6.8 and Section 6.9 of the Loan Agreement, the Bank hereby consents to
the Proposed Acquisition provided that the Proposed Acquisition is consummated
substantially in accordance with the terms set forth on Schedule 1 hereto (or,
to the extent of any material deviations, such deviations shall have been
disclosed to the Bank). The Bank agrees that the Proposed Acquisition shall not
be deemed an "Investment" for purposes of Section 6.9.
3. Amendment. Section 6.9 of the Loan Agreement is amended by adding
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the following sentence after subsection (i):
"For purposes of this Section 6.9, the term "Investment" shall not
include any merger, consolidation or acquisition of all or
substantially all of the capital stock (or other equity interest)
or assets of any other Person which is subject to Section 6.8 of
the Loan Agreement."
4. Conversion of PPD Development, LLC. Effective December 31, 2001,
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PPD Development, LLC, a Texas limited liability company, was converted into a
Texas limited partnership, and its name following such conversion is PPD
Development, LP. The Bank hereby consents to such conversion and agrees that any
provision of the Loan Agreement relating to PPD Development, LP's form of
organization is amended accordingly.
5. Conditions Precedent. This Consent shall be effective as of the
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date hereof upon execution hereof by the Borrower, the Guarantor and the Bank.
6. Reaffirmation of Representations and Warranties. The Borrower
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hereby affirms that the representations and warranties set forth in the Loan
Agreement are true and correct as of the date hereof.
7. Reaffirmation of Guaranty. The Guarantor (i) acknowledges and
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consents to all of the terms and conditions of this Consent, (ii) affirms all of
its obligations under the Loan Agreement and (iii) agrees that this Consent and
all documents executed in connection herewith do not operate to reduce or
discharge the Guarantor's obligations under the Loan Agreement.
8. No Other Changes. Except as modified hereby, all of the terms and
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provisions of the Loan Agreement and the other Loan Documents (including
schedules and exhibits thereto) shall remain in full force and effect.
9. Counterparts. This Consent may be executed in any number of
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counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Consent to
produce or account for more than one such counterpart.
10. Governing Law. This Consent shall be deemed to be a contract made
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under, and for all purposes shall be construed in accordance with, the laws of
the State of North Carolina.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Consent to be duly executed and delivered as of the date first above
written.
BORROWER: PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.,
a North Carolina corporation
By: /s/ Xxxx X. Xxxxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxxxx, Xx.
Title: President
GUARANTORS: PPD DEVELOPMENT, LP,
a Texas limited partnership
By: /s/ Xxxx X. Xxxxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxxxx, Xx.
Title: Vice President
BANK: FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Director
