Exhibit (d)(1)(E)
AMENDMENT TO
RESTRUCTURING SUPPORT AGREEMENT
This Amendment (this“Amendment") to the Restructuring Support Agreement (the“RSA”), dated April 6, 2009 entered into by and among by and among EPIX Pharmaceuticals, Inc., a Delaware corporation (the“Company"), and beneficial owners of Notes listed on the signature pages thereto (collectively, the“Noteholders"), is made effective as of April 30, 2009. All capitalized terms not defined herein shall have the meaning ascribed to them in the RSA.
RECITALS
WHEREAS, the Company and the Noteholders desire to amend the RSA.
AGREEMENT
In consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto agree to amend the RSA as follows:
| 1. | | Section 3(a)(iii) of the RSA shall be deleted in its entirety. |
| |
| 2. | | All other provisions of the RSA not specifically amended by this Amendment shall remain in full force and effect. |
| |
| 3. | | This Amendment, the rights of the parties and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. |
| |
| 4. | | This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile shall be as effective as delivery of a manually executed counterpart. |
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first set forth above.
THE COMPANY:
| | | | | |
| |
EPIX PHARMACEUTICALS, INC.
| |
| | By: | /s/ Elkan Gamzu | |
| | | Name: | Elkan Gamzu | |
| | | Title: | CEO | |
| |
NOTEHOLDERS:
| | | | | |
| Name of Holder: | Loomis, Sayles & Company, L.P.,
as investment manager for one or more discretionary accounts
| |
| | By: | Loomis, Sayles & Company, | |
| | | Incorporated, its General Partner | |
| | | | |
| |
| | | | | |
| | | |
| Signatory: | /s/ Thomas H. Day | |
| Title: | Thomas H. Day | |
| | Assistant General Counsel
Address For Notice:
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
Facsimile: (617) 951-2430
Telephone: (617) 346-9786
Attention: Deirdre A. Walsh | |
| |
[Signature Page to the Amendment to the Restructuring Support Agreement]
NOTEHOLDERS (CONTINUED):
| | | | | |
| Name of Holder: | Pioneer Funds—US High Yield (LUX)
GE Singapore Life Insurance Fund
Pioneer High Yield Fund
ING Pioneer High Yield Portfolio
Pioneer High Yield VCT Portfolio
| |
| | By: | Pioneer Investment Management, Inc., | |
| | | its Advisor | |
| | | | |
| |
| | | |
| Signatory: | /s/ Kenneth J. Taubes | |
| Title: | Kenneth J. Taubes | |
| | Executive Vice President
Address For Notice:
Pioneer Investment Management
60 State Street
Boston, MA 02109
Facsimile: (617) 422 4276
Telephone: (617) 422 4598
Attention: David Brecht, CFA | |
| |
[Signature Page to the Amendment to the Restructuring Support Agreement]
NOTEHOLDERS (CONTINUED):
| | | | | |
| Name of Holder: | Highbridge International LLC
| |
| | By: | Highbridge Capital Management, LLC, | |
| | | as Trading Advisor. | |
| | | |
| Signatory: | /s/ Mark Vanacore | |
| Title: | Mark Vanacore | |
| | Managing Director
Address For Notice:
Highbridge Capital Management
9 West 57th Street, 27th Floor
New York, New York 10019
Facsimile: (212) 755-4250
Telephone: (212) 287-4672
Attention: Jonathan Dorfman | |
| |
[Signature Page to the Amendment to the Restructuring Support Agreement]
NOTEHOLDERS (CONTINUED):
| | | | | |
| Name of Holder: | Putnam Convertible Income-Growth Trust
Putnam High Income Securities Fund
Putnam Income Strategies Fund
| |
| | By: | Putnam Investment Management, LLC | |
| | | |
| Signatory: | /s/ James F. Clark | |
| Title: | James F. Clark | |
| | Senior Vice President
Address For Notice:
Putnam Investments
One Post Office Square
Boston, MA 02109
Facsimile: (617)760-1625
Telephone: (617) 760-1000
Attention: General Counsel | |
| |
Each of the Putnam funds identified on this signature page shall be referred to herein as a “Fund”. Under this Agreement, each Fund is acting on its own behalf separately from any other Fund and neither jointly nor jointly and severally with any other Fund or any other person. A copy of the Declaration of Trust of each Fund is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is given that this Agreement is executed on behalf of the trustees of each Fund as trustees and not individually and that the obligations of this Agreement are not binding on any of the trustees or officers or shareholders individually, but are binding only on the assets and property of each Fund with respect to its obligations hereunder.
[Signature Page to the Amendment to the Restructuring Support Agreement]
NOTEHOLDERS (CONTINUED):
| | | | | |
| Name of Holder: | Franklin & Marshall College
LGT Capital Invest (SC3) Limited — U.S.
High Yield Convertible
| |
| | By: | The Putnam Advisory Company, LLC | |
| | | |
| Signatory: | /s/ James F. Clark | |
| Title: | James F. Clark | |
| | Senior Vice President
Address For Notice:
Putnam Investments
One Post Office Square
Boston, MA 02109
Facsimile: (617)760-1625
Telephone: (617) 760-1000
Attention: General Counsel | |
| |
[Signature Page to the Amendment to the Restructuring Support Agreement]
