EXHIBIT 10.15
[LETTERHEAD OF ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇]
December 6, 2001
By Federal Express
Re: ▇▇▇▇▇▇ Pharmaceuticals, Inc.
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To the Parties listed on Annex A hereto:
Societe Generale, ▇▇▇▇▇▇ Pharmaceuticals, Inc. and Wachovia Bank N.A.
("Wachovia") have agreed that Societe Generale will resign as administrative
agent under the Amended and Restated Credit Agreement dated as of August 28,
2000 (the "Agreement") among ▇▇▇▇▇▇ Pharmaceuticals, Inc., the Lenders, ▇▇ ▇▇▇▇▇
Securities Corporation, Societe Generale, First Union National Bank and Summit
Bank, and Wachovia will succeed Societe Generale as administrative agent under
such Agreement. The transition from Societe Generale to Wachovia as
administrative agent under the Agreement will occur over the next thirty (30)
days and will be an orderly transition.
Pursuant to the terms of the Agreement, Societe Generale is required to
give thirty (30) days notice of its resignation. Enclosed please find a letter
from Societe Generale notifying you of its resignation as administrative agent
under the Agreement. The transition from Societe Generale to Wachovia as
administrative agent should be finalized sometime in the beginning of January
2002.
Please do not hesitate to contact me on (▇▇▇) ▇▇▇-▇▇▇▇ with questions or
comments regarding this matter.
Kind regards,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Enclosure
[LETTERHEAD OF SOCIETE GENERALE]
December 5, 2001
▇▇▇▇▇▇ Pharmaceuticals, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Godward LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-3580
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
To the Lenders listed on Annex A hereto:
Reference is hereby made to the Amended and Restated Credit Agreement
dated as of August 28, 2000 (as further amended, supplemented or modified from
time to time, the "Credit Agreement") among ▇▇▇▇▇▇ PHARMACEUTICALS, INC., a
Nevada Corporation (the "Borrower"), the financial institutions from time to
time party thereto, whether by execution of the Agreement or an Assignment and
Acceptance (the "Lenders"), ▇▇ ▇▇▇▇▇ SECURITIES CORPORATION, in its capacity as
arranger and book runner (in such capacity, the "Arranger"). SOCIETE GENERALE
("SG"), in its capacity as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), FIRST UNION NATIONAL BANK, in its
capacity as syndication agent for the Lenders (in such capacity, the
"Syndication Agent"), and SUMMIT BANK, in its capacity as documentation agent
for the Lenders. Capitalized terms used herein and not other defined herein
shall have the meanings ascribed to such terms in the Credit Agreement.
Pursuant to Section 12.07(a) of the Credit Agreement, SG hereby gives you
notice of its resignation as Administrative Agent under the Credit Agreement.
Sincerely,
SOCIETE GENERALE
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title:
▇▇▇▇ ▇. ▇▇▇▇▇
Managing Director