Exhibit 10.1
As of June 30, 2009
iStar Tara LLC
c/o iStar Financial Inc.
1114 Avenue of the Americas
New York, New York 10036
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Re:
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Amendment to
the Loan and Security Agreement dated as of July 11,
2006
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To Whom It May Concern:
This letter agreement (this “
Amendment ”) sets forth the agreement of
Alexion Manufacturing LLC, a Delaware limited liability company
(“ Borrower ”) on the one hand, and iStar
Financial Inc., a Maryland corporation (the “ Initial
Lender ”) on the other hand, with regard to certain
matters pertaining to the prepayment provisions of the Loan
Agreement (hereafter defined). On July 11, 2006, Borrower and
Initial Lender executed (i) that certain Loan and Security
Agreement (as amended from time to time, collectively, the “
Original Loan Agreement ”) pursuant to which
Initial Lender made a loan to Borrower in the aggregate principal
amount of up to Twenty Six Million and 00/100 dollars ($26,000,000)
(the “ Initial Loan ”); (ii) that
certain Promissory Note, dated the same, in the principal amount of
Twenty Six Million and 00/100 dollars ($26,000,000) (the “
Original Note ”); and (iii) the other Loan
Documents each dated as of July 11, 2006. Subsequently, the
above referenced documents were amended by that certain First
Amendment to Loan Agreement and Other Loan Documents, dated as of
July 18, 2007 (the “ First Amendment
”) whereby the Initial Loan amount was increased by Eighteen
Million and 00/100 dollars ($18,000,000), collectively making the
aggregate principal loan amount Forty-Four Million and 00/100
dollars ($44,000,000) (the “ Loan ”) and
in connection with the First Amendment, Borrower executed that
certain Amended and Restated Promissory Note dated as of
July 18, 2007, which amended and restated the Original Note in
its entirety. The Original Loan Agreement as amended by the First
Amendment is hereinafter referred to as the “ Loan
Agreement ”. Capitalized terms not defined herein
shall have the meaning ascribed to such terms in the Loan
Agreement.
Initial Lender assigned its
interests in the Loan, the Loan Agreement, and the other Loan
Documents to iStar Tara LLC, a Delaware limited liability company
(“ Lender ”) pursuant to that certain
Assignment and Assumption of Note, Mortgage and Other Loan
Documents, dated as of March 1, 2009 (the “
Assignment ”).
Borrower has requested and Lender
has agreed to amend Section 2.4 of the Loan Agreement to
permit a prepayment of the Loan as specifically set forth
herein.
1. Notwithstanding anything to the
contrary express or implied set forth in Section 2.4(C)(i) of
the Loan Agreement, Lender hereby agrees that so long as no Event
of Default exists and provided Borrower repays the Loan in full on
or before January 5, 2010, Borrower may prepay the Loan at any
time during such period, in whole or in part, and without payment
of the Prepayment Premium. Borrower has advised Lender that it
intends to prepay the aggregate principal amount of the Loan in
accordance with the following payment schedule:
(a) On the first Business Day of
July, 2009, a payment in the amount of Five Million and 00/100
Dollars ($5,000,000.00);
(b) On the first Business Day of
August, 2009, a payment in the amount of Five Million and 00/100
Dollars ($5,000,000.00);
(c) On the first Business Day of
September, 2009, a payment in the amount of Five Million and 00/100
Dollars ($5,000,000.00);
(d) On the first Business Day of
October, 2009, a payment in the amount of Five Million and 00/100
Dollars ($5,000,000.00);
(e) On the first Business Day of
November, 2009, a payment in the amount of Five Million and 00/100
Dollars ($5,000,000.00);
(f) On the first Business Day of
December, 2009, a payment in the amount of Five Million and 00/100
Dollars ($5,000,000.00); and
(g) On or prior to January 5,
2010, the remaining principal balance of the Loan, together with
all accrued and unpaid interest and any other amounts that are due
under the Loan Agreement.
Lender and Borrower agree and
acknowledge that Borrower may prepay the Loan sooner than the
schedule provided herein; provided, however, if the Loan is not
repaid in full on or before January 5, 2010, any prepayment of
the Loan made after January 5, 2010, in part or in whole,
shall be subject to the payment of the applicable Prepayment
Premium and the other terms, conditions and restrictions as set
forth in Section 2.4(C) of the Loan Agreement.
2. To the extent the Loan is not
repaid in full on or before January 5, 2010, Lender and
Borrower agree that on or before March 1, 2010 (when the Loan
is scheduled to start amortizing as set forth in Section 2.3
of the Loan Agreement), Lender shall establish a new amortization
schedule to replace the amortization schedule that is currently set
forth in Section 2.3 of t
