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Exhibit 10.47
FIRST AMENDMENT TO SECURITY AGREEMENT: SECURITIES ACCOUNT
This First
Amendment to Security Agreement: Securities Account ("First
Amendment") is made and entered into as of
the 28th day of February, 2005 by and
between CORIXA CORPORATION, a Delaware
corporation ("Debtor"), and NDC NEW
MARKETS INVESTMENTS IV, L.P., a Delaware
limited partnership ("Lender").
WHEREAS, Debtor
executed that certain Security Agreement: Securities
Account dated March 2, 2004 wherein Debtor
granted a security interest in that
certain Securities Account (as therein
defined) held at Wells Fargo Bank,
National Association; and
WHEREAS, the
Debtor and Lender executed that certain Addendum to Security
Agreement: Securities Account dated March
2, 2004 wherein Debtor agreed to
maintain a Collateral Value (as therein
defined) in the Securities Account of at
least $14,550,000; and
WHEREAS, in
connection with the execution of the Security Agreement, the
Debtor executed that certain Securities
Account Control Agreement wherein the
Debtor agreed to maintain in the Securities
Account (as therein defined) a
minimum market value of $14,550,000;
and
WHEREAS, the
Debtor and Lender desire to amend both the Security Agreement:
Securities Account and the Securities
Account Control Agreement to provide that
the minimum Collateral Value held in the
Securities Account shall be at least
$14,550,000 plus three months of interest
calculated at the rate set forth in
the Promissory Note secured by the Security
Agreement.
NOW THEREFORE,
for and in consideration of their mutual promises, the
Debtor and Lender each agree as
follows:
1. Amendment to
Addendum to Security Agreement: Securities Account. The
Debtor and Lender each agree to amend
paragraph 1 of the Addendum to provide
that the minimum Collateral Value shall be
$14,550,000 plus three months of
interest on such principal amount
calculated at the rate set forth in the
Promissory Note, such that after such
amendment paragraph 1 shall be and
hereinafter read as follows:
"1. Securities Account Activity. So long as no Event of Default
exists, Debtor, or any party authorized by
Debtor to act with respect to the
Securities Account, may (a) receive
payments of interest and/or cash dividends
earned on financial assets maintained in
the Securities Account, (b) trade
financial assets maintained in the
Securities Account, so long as each trade of
a financial asset is for an investment
property of the same type as the
financial asset being traded, and (c)
withdraw financial assets from the
Securities Account, so long as after giving
effect to such withdrawal, (i) the
Collateral Value of the Securities Account
is not less than the amount required
below, and (ii) the market value of the
Securities Account is not less than
$14,550,000.00 plus three months of
interest at the rate set forth in the
Promissory Note secured by this Agreement,
which minimum market value may be
reduced in accordance with the terms and
conditions of this Section. Without
Lender's prior written consent, except as
permitted by the preceding sentence,
neither Debtor nor any party other thank
Lender may withdraw or receive any
distribution of any Collateral from the
Securities Account. The Collateral Value
of the Securities Account shall at all
times be equal to or greater than
$14,550,000.00 plus three months of
interest at the rate set forth in the
Promissory Note secured by this Agreement,
which minimum market value may be
reduced if the principal amount of the Loan
is reduced in accordance with
Section 1.5 of the Credit Agreement. Any
reduction of the minimum market value
of the Securities Account shall be made in
an increment to correspond to a
reduction in the principal amount of the
Loan. In the event that the Collateral
Value, for any reason and at any time, is
less than the required amount, Debtor
shall promptly make a principal
First Amendmen
