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|DURECT CORP filed this Form 8-K on 11/05/2018|
2.2Section 2.5 (Fees). New Section 2.5(f) is hereby added to the Loan Agreement to read as follows:
“(f)Second Amendment Fee.A fully earned, non-refundable amendment fee of Nine Hundred Thousand Dollars ($900,000.00) (the “Second Amendment Fee”) to be shared between the Lenders pursuant to their respective Commitment Percentages due and payable on the Second Amendment Effective Date;”
2.3Section 13.1 (Definitions). The following terms and their respective definitions hereby are added or amended and restated in their entirety, as applicable, to Section 13.1 of the Loan Agreement as follows:
“Amortization Date” is June 1, 2020.
“Key Person” is each of Borrower’s (i) President and Chief Executive Officer, who is James E. Brown as of the Effective Date, and (ii) Chief Financial Officer, who is Michael Arenberg as of the Second Amendment Effective Date.
“Maturity Date” is November 1, 2022.
“Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:
(i)for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Second Amendment Effective Date, two and one half percent (2.50%) of the principal amount of such Term Loan prepaid;
(ii)for a prepayment made after the date which is after the first anniversary of the Second Amendment Effective Date through and including the second anniversary of the of the Second Amendment Effective Date, one and one half percent (1.50%) of the principal amount of such Term Loan prepaid; and
(iii)for a prepayment made after the second anniversary of the Second Amendment Effective Date and prior to the Maturity Date, three-quarters of one percent (0.75%) of the principal amount of such Term Loan prepaid.
“Second Amendment Effective Date” is November 1, 2018.
3.Limitation of Amendment.
3.1The amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Collateral Agent or any Lender may now have or may have in the future under or in connection with any Loan Document.
3.2This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.