Exhibit 10.3(Q
CIT Business Credit T: ▇▇▇-▇▇▇-▇▇▇▇
1211 Avenue of the Americas F: ▇▇▇-▇▇▇-▇▇▇▇
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CIT
February 21, 2001
PHARMACEUTICAL FORMULATIONS, INC.
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Ladies and Gentlemen:
We refer to (i) the Loan and Security Agreement between us dated
August 4, 1989, as supplemented and amended (the "Loan Agreement") and (ii) the
letter agreement between us dated August 23, 2001 (the "Letter"). Capitalized
terms used and not otherwise defined herein shall have the same meanings given
then in the Loan Agreement and/or the Letter.
This is to confirm that pursuant to mutual consent and understanding,
effective as of even date herewith, the Loan Agreement shall be amended as
follow:
(i) Section 9.1 of the Loan Agreement shall be, and hereby is, deleted in
its entirety and replace by the following:
"Term. This Agreement shall continue in full force and effect until
December 31, 2003 (the "Term"). All Obligations shall become immediately
due and payable upon the expiration of said Term.
(ii) Paragraph 9 of the Letter shall be, and hereby is, amended to change
the days for providing internal financial statements from twenty (20)
days following the end of each month to fifteen (15 days following the
end of each month.
The Borrower hereby agrees to pay to Lender a facility fee in the
amount of $100,000, which fee shall be fully earned on the date hereof and shall
be in addition to any other fees we are entitled to charge you under the Loan
Agreement and shall be due and charged to Borrower's account in two (2) equal
installments $50,000 payable on December 31, 2002 and December 31, 2003,
provided, however said facility fee shall immediately become due and payable
upon any termination of the Loan Agreement.
In consideration of (i) our execution of this Amendment Letter you
agree to pay us an Accommodation Fee of $25,000.00 and (ii) the preparation of
this agreement by our in-house legal department you agree to pay us a
Documentation Fee of $125.00. Such fees shall be due and payable in full on the
date hereof and may, at our option, be charged to your loan account on the due
date thereof.
Except as set forth herein, no other change in the terms, provision or
conditions of the Loan Agreement is intended or implied. If the foregoing is in
accordance with your understanding of our agreement, please so indicate by
signing and returning to us the enclosed copy of this letter. In addition, we
have asked the guarantor to sign below to confirm that the guarantee shall
continue in full force and effect notwithstanding this agreement and the
transactions contemplated hereby, subject to all of the terms and provisions
thereof.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Account Executive
Read and Agreed to:
PHARMACEUTICAL FORMULATIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President
Confirmed:
ICC INDUSTRIES INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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Title: President