Exhibit 10.9(E)
ICC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Internet Address: ▇▇▇@▇▇▇▇▇▇▇.▇▇▇
ICC INDUSTRIES INC.
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President
March 6, 2002
Pharmaceutical Formulations, Inc.
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ - President
Gentlemen:
The purpose of this letter is to confirm the various agreements between ICC
Industries Inc., ("ICC") and Pharmaceutical Formulations, Inc., ("PFI") with
regard to the loans made by ICC to PFI and amounts owed by PFI to ICC for
product delivered.
ICC and PFI entered into a Term Loan and Security Agreement dated as of December
31, 2000 (the "agreement"), which covered loans which ICC made to PFI in the
amount of $16,404,100 as of December 31, 2000. A copy of the Agreement is
enclosed herewith. At the same time, PFI executed a Promissory Note in that
amount, a copy of which is also enclosed.
It was agreed between ICC and PFI that ICC's security interest as reflected by a
UCC 1 filing, which has been filed with the State of New Jersey and County of
Middlesex (the "Security Interest"), would secure all loans under the Agreement.
Since that date, ICC has made further loans to PFI in the amount of $5,993,000,
which as of December 21, 2001 brought ICC's loans to PFI to a total of
$22,397,100. It was agreed between PFI and ICC that the Security Interest
referred to above would also secure all such further loans.
In addition to the loans from ICC to PFI, ICC, as of December 21, 2001, was also
owed the sum of $4,862,732 for product delivered to PFI and for other charges as
agreed. Therefore, as of December 21, 2001, the total amount owed to ICC as a
result of loans, product delivered and other charges was $27,259,832.
On December 21, 2001, ICC converted $15,000,000 of this debt to equity resulting
in the issuance of 44,117,647 shares of PFI common stock to ICC, leaving a
balance by PFI to ICC as of December 21, 2001 in the amount of $12,259,832. As
of December 31, 2001, that balance owed by PFI to ICC was $12,559,832, comprised
of $7,697,100 for loan amounts outstanding (the "December 31, 2001 Loan Amount")
and $4,862,732 for other amounts due and owing (the "December 31, 2001 Other
Amounts Due").
The December 31, 2001 Loan Amount and the December 31, 2001 Other Amounts Due
shall bear interest at the same rate as set forth in the Agreement.
It has been agreed between ICC and PFI that the December 31, 2001 Loan Amount
shall be repaid by PFI to ICC as follows:
Date Amount to be Repaid
July 1, 2003 $100,000 plus accrued interest
August 1, 2003 $100,000 plus accrued interest
September 1, 2003 $100,000 plus accrued interest
October 1, 2003 $100,000 plus accrued interest
November 1, 2003 $100,000 plus accrued interest
December 1, 2003 $100,000 plus accrued interest
January 1, 2004 $100,000 plus accrued interest
February 1, 2004 $100,000 plus accrued interest
March 1, 2004 $100,000 plus accrued interest
April 1, 2004 $100,000 plus accrued interest
May 1, 2004 $100,000 plus accrued interest
June 1, 2004 $100,000 plus accrued interest
July 1, 2004 $6,497,100 plus accrued interest
It has been agreed between ICC and PFI that the December 31, 2001 Other Amounts
Due shall be paid in full, together with all accrued interest, on July 1, 2003.
It has also been agreed between ICC and PFI that all other terms and conditions
of the Agreement shall apply to the December 31, 2001 Loan Amount, and any
subsequent loans by ICC to PFI or amounts owed to ICC for product to delivered
to PFI by ICC, including the fact that any such balance owed shall be secured by
the Security Interest. At ICC=s request, PFI will execute any new term loan and
security agreements, promissory notes or other documents reflecting this
understanding.
Please sign and return a copy of this letter to confirm PFI's agreement with ICC
regarding the foregoing.
Very truly yours,
ICC Industries Inc.
JLO/lmg By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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President
The above agreement is confirmed and accepted
Pharmaceutical Formulations, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President