1
Exhibit 10.47
SECOND AMENDMENT
TO
AMENDED, RESTATED AND CONSOLIDATED
BRIDGE LOAN AGREEMENT
THIS SECOND AMENDMENT dated as of March 8, 1999 to Amended Restated and
Consolidated Bridge Loan Agreement dated as of December 2, 1998 (as amended
through the date hereof, the "Consolidated Bridge Loan Agreement") by and among
HALSEY DRUG CO., INC., a New York corporation ("Borrower"), GALEN PARTNERS III,
L.P. ("Galen", an "Initial Lender", a "Second Amendment Lender" or a "Lender") a
Delaware limited partnership, GALEN PARTNERS INTERNATIONAL III, L.P. and GALEN
EMPLOYEE FUND III, L.P., each a Delaware limited partnership (each an "Initial
Lender", a "Second Amendment Lender", a "Lender", and collectively, with Galen,
the "Galen Entities"), THOSE PERSONS WHOSE NAMES ARE SET FORTH ON THE SIGNATURE
PAGE HERETO ( each a "Second Amendment Lender", a "Lender", and collectively,
with the Galen Entities, the "Lenders") and GALEN, as agent for the Lenders (in
such capacity, the "Agent") to the Amended, Restated and Consolidated Bridge
Loan Agreement dated as of December 2, 1998 by and among Borrower, the Galen
Entities and Michael Weisbrot and Susan Weisbrot (collectively, the "Weisbrots"
or jointly and severally, an "Initial Lender", a "First Amendment Lender" or a
"Lender" (the Weisbrots and the Galen Entities, each an "Initial Lender", a
"Lender" and collectively, the "Initial Lenders"; as amended through the date
hereof, the "Consolidated Bridge Loan Agreement"). Terms that are capitalized in
this Second Amendment and not otherwise defined shall have the meaning ascribed
to such terms in the Consolidated Bridge Loan Agreement.
WITNESSETH:
WHEREAS, the Borrower and the Initial Lenders have entered into the
Consolidated Bridge Loan Agreement;
WHEREAS, the Borrower, the Initial Lenders and the First Amendment Lenders
amended the Consolidated Bridge Loan Agreement pursuant to a certain First
Amendment to Amended, Restated and Consolidated Bridge Loan Agreement dated as
of December 7, 1998 (the "First Amendment") pursuant to which the First
Amendment Lenders made an additional bridge loan of $283,000 (the "First
Amendment Loan") available to the Borrower pursuant to the terms of the
Consolidated Bridge Loan Agreement;
WHEREAS, Borrower has requested that the Galen Entities consider making an
additional One Million Four Hundred Thousand Dollars ($1,400,000) bridge loan
("Second Amendment Bridge Loan") available to Borrower, the proceeds of which
will be used by Borrower solely for Borrower's working capital purposes and
other general business purposes, in each case pursuant to the Consolidated
Bridge Loan Agreement and in accordance with the terms thereof and hereof.
2
NOW, THEREFORE, in consideration of the mutual promises contained herein, and
for other good and valuable consideration, the recipient and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.
AMENDMENTS
A. Amendment of Section 1. Definitions.
1. Section 1.1 of the Consolidated Bridge Loan Agreement entitled "General
Definitions", is amended by the First Amendment:
(i) adding thereto, in the appropriate alphabetical order, each of
the terms "Second Amendment", "Second Amendment Agency Agreement", "Second
Amendment Bridge Loan", "Second Amendment Closing Date", "Second Amendment
Closing Fees", "Second Amendment Commitment", "Second Amendment Consent and
Waiver", "Second Amendment Conversion Price", "Second Amendment Lenders",
"Second Amendment Loan", "Second Amendment Notes", "Second Amendment Warrants",
"Note 9", "Note 10", "Note 11", and the definitions thereof, as hereinafter
provided, and
(ii) deleting the definitions of the terms "Agency Agreements",
"Agent", "Agreement", "Bridge Loan Documents", "Consents and Waivers",
"Consolidated Bridge Loan", "Lenders", "Notes", "Obligations", "Warrants" and
substituting the definitions set forth below in lieu thereof:
"Agency Agreements" mean the Initial Agency Agreement, the First
Amendment Agency Agreement and the Second Amendment Agency Agreement.
"Agent" means Galen acting as agent to the Lenders pursuant to the
Initial Agency Agreement, the First Amendment Agency Agreement and the Second
Amendment Agency Agreement.
"Agreement" means the Initial Consolidated Bridge Loan Agreement, as
amended by the First Amendment, as further amended by the Second Amendment, and
as the same may hereafter be further amended, extended, modified, restated or
supplemented from time to time.
"Bridge Loan Documents" means, collectively, the Consolidated
Bridge Loan Agreement, the First Amendment, the Second Amendment, the Notes, the
Warrants, the Agency Agreements, the Consents and Waivers, each of the
Collateral Documents and all other documents, agreements, instruments, opinions
and certificates now or hereafter executed and delivered in connection herewith
or therewith, as modified, amended, extended, restated or supplemented from time
to time.
2
3
"Consents and Waivers" mean the Initial Consent and Waiver, the
First Amendment Consent and Waiver and the Second Amendment Consent and Waiver.
"Consolidated Bridge Loan" has the meaning set forth in Section
I(B)(2) hereto.
"Lenders" mean the Initial Lenders, the First Amendment Lenders and
the Second Amendment Lenders.
"Note 9" means a certain promissory note dated as of March 8, 1999
payable by Borrower to the order of Galen in the amount of $1,278,992.
"Note 10" means a certain promissory note dated as of March 8, 1999
payable by Borrower to the order of Galen Partners International III, L.P. in
the amount of $115,771.
"Note 11" means a certain promissory note dated as of March 8, 1999
payable by Borrower to the order of Galen Employee Fund III, L.P. in the amount
of $5,237.
"Notes" means Note 1, Note 2, Note 3, Note 4, Note 5, Note 6, Note
7, Note 8, Note 9, Note 10 and Note 11 or any one of the Notes (individually a
"Note").
"Obligations" means the unpaid principal and interest hereunder,
expenses and all other obligations and liabilities of Borrower to the Lenders
under this Agreement, the Notes or any other Bridge Loan Document, and includes,
but is not limited to, any and all indebtedness of Borrower to the Lenders,
whether now existing or hereafter incurred, of every kind and character, direct
or indirect, and whether such indebtedness is from time to time reduced and
thereafter increased, or entirely extinguished and thereafter reincurred,
including, without limitation: (a) indebtedness not yet outstanding, but
contracted for, or with respect to which any other commitment by the Lenders
exists; (b) all interest provided in any instrument, document, or agreement
(including this Agreement) which accrues on any indebtedness until payment of
such indebtedness in full; and (c) any moneys payable as hereinafter provided.
"Second Amendment" means the Second Amendment to the Initial
Consolidated Bridge Loan Agreement dated as of March 8, 1999 by and among
Borrower, the Lenders and Agent, as the same may hereafter be further amended,
extended, modified, restated or supplemented from time to time.
"Second Amendment Agency Agreement" means the Agency Agreement by
and among the Second Amendment Lenders dated the date hereof and entered into
simultaneously herewith, substantially in the Form of Exhibit E attached hereto.
"Second Amendment Bridge Loan" has the meaning set forth in the
Recitals to this Agreement.
3
4
"Second Amendment Closing Date" means the date upon which the last
of the events, the fulfillment of each of which is condition precedent to the
effectiveness of this Second Amendment, as set forth in Section II of this
Second Amendment, shall have occurred.
"Second Amendment Closing Fees" means the expenses as set forth in
Section II(4) of this Second Amendment.
"Second Amendment Commitment" means the commitment of each Second
Amendment Lender to fund the dollar amount of its share of the Second Amendment
Loan in the amount set forth opposite such Lender's name on Exhibit A, a copy of
which is attached hereto and made a part hereof.
"Second Amendment Consent and Waiver" means a consent and waiver of
lien, indebtedness and registration rights restrictions executed by the Majority
Holders in connection with this Second Amendment dated the date hereof and
executed simultaneously herewith, substantially in the form of Exhibit D
attached hereto.
"Second Amendment Conversion Price" means $1.1969.
"Second Amendment Lenders" has the meaning set forth in the Section
entitled "Pari Passu and Pro Rata Relationship of the Initial Lenders to the
First Amendment Lenders and to the Second Amendment Lenders" (Section I(B)(4)
hereof).
"Second Amendment Notes" mean Note 9, Note 10, and Note 11.
"Second Amendment Warrants" means the warrants to purchase 66,887
shares, in the aggregate, of the Common Stock, dated the date hereof and issued
by Borrower to each of the Second Amendment Lenders, substantially in the form
of Exhibit C attached hereto.
"Warrants" mean the Initial Warrants, and the First Amendment
Warrants and the Second Amendment Warrants.
B. Amendment of Section 2. Terms of the Consolidated Bridge Loan.
1. Section 2.1 of the Agreement is amended in its entirety to read as
follows:
"2.1 Commitment. Subject to the terms and conditions of this
Agreement, (i) each Lender hereby agrees to amend and restate the original Notes
and the original Bridge Loan Agreement; (ii) each of the Galen entities hereby
agrees to fund the amount of its Additional Bridge Loan Commitment; (iii) each
Initial Lender hereby agrees to consolidate the Original Bridge Loan, together
with all interest accrued thereon, with the Additional Bridge Loan; (iv) each
First Amendment Lender hereby agrees to fund the amount of its First Amendment
Commitment; and (v)
4
5
each First Amendment Lender hereby agrees to fund the amount of its Second
Amendment Commitment."
2. Section 2.2 of the Agreement is amended in its entirety to read as
follows:
"2.2 Initial Consolidated Bridge Loan; Consolidated Bridge Loan.
(a) Initial Consolidated Bridge Loan. Borrower warrants,
represents and confirms that, as of the Initial Closing Date,
(i) the aggregate outstanding principal balance of the
Original Bridge Loan equals $4,500,000, (ii) the aggregate
accrued interest on such principal balance equals $71,111 and
(iii) the aggregate outstanding principal balance of the
Additional Bridge Loan equals $3,250,000. Borrower and Lenders
agree that effective on the Initial Closing Date, upon the
consolidation of the outstanding principal balances of the
Original Bridge Loan and the Additional Bridge Loan, and the
addition to principal of the accrued interest on the Original
Bridge Loan, Lenders shall be deemed to have made a single
loan to Borrower in the aggregate principal amount of
$7,821,111 (the "Initial Consolidated Bridge Loan").
(b) Consolidated Bridge Loan. Borrower warrants,
represents and confirms that, as of the First Amendment
Closing Date (i) the aggregate outstanding principal balance
of the Original Bridge Loan equals $4,500,000, (ii) the
aggregate accrued interest on such principal balance equals
$71,111, (iii) the aggregate outstanding principal balance of
the Additional Bridge Loan equals $3,250,000 and (iv) the
aggregate outstanding principal balance of the First Amendment
Loan equals $283,000. Borrower further warrants, represents
and confirms that, as of the Second Amendment Closing Date,
the aggregate outstanding principal balance of the Second
Amendment Loan equals $1,400,000. Borrower and the Lenders
agree that effective on the Second Amendment Closing Date, the
total amount of funds advanced by the Lenders equals, in the
aggregate principal amount $9,504,111 (the "Consolidated
Bridge Loan")."
3. Section 2.3(a) and (b) of the Agreement is amended in its entirety to
read as follows:
"2.3 Amended, Restated and Consolidated Notes.
(a) The Amount. The Initial Consolidated Bridge Loan is
evidenced by the Initial Notes, the First Amendment Loan is
evidenced by the First Amendment Notes and the Second
Amendment Loan is evidenced by the Second Amendment Notes.
(b) General Terms. The Notes are 10% Convertible Senior
Secured Notes due on May 30, 1999. Each Note is convertible,
in whole or
5
6
in part, from time to time, into a number of shares of Common
Stock, initially at the rate set forth in the Notes. For
purposes of this Agreement, the term "Conversion Shares" shall
mean the shares of Common Stock which may be issued upon
conversion of all or a portion of the principal amounts of the
Notes."
4. Section 2.4 of the Agreement is amended in its entirety to read as
follows:
"2.4 Warrants. Subject to the terms of Initial Consolidated Bridge
Loan Agreement and the terms of the Initial Warrants, Borrower has
issued Initial Warrants to purchase in the aggregate, 689,722 shares
of the Common Stock, initially, at a price per share equal to
Initial Conversion Price, in the amounts set forth opposite each
Initial Lender's name on Exhibit A. Subject to the terms of the
First Amendment and the terms of the First Amendment Warrants,
Borrower has issued Warrants to purchase in the aggregate, 28,300
shares of the Common Stock, initially, at a price per share equal to
the First Amendment Conversion Price. Subject to the terms of this
Second Amendment and the terms of the Second Amendment Warrants
substantially in the form of Exhibit C, Borrower will issue warrants
to purchase in the aggregate, 66,887 shares of the Common Stock,
initially, at a price per share equal to the Second Amendment
Conversion Price. The Second Amendment Warrants shall be issued to
each of the Second Amendment Lenders in the amounts set forth
opposite each Second Amendment Lender's name on Exhibit A. For
purposes of this Agreement, the term "Warrant Shares", shall mean
the shares of Common Stock that may be issued from time to time
pursuant to the exercise of the Warrants."
5. Section 2.10 of the Agreement is amended in its entirety to read as
follows:
"2.10.Pari Passu and Pro Rata Relationship of the Initial Lenders to
the First Amendment Lenders and to the Second Amendment Lenders.
Until such time as the unpaid principal balance of the Initial
Notes, in the original aggregate principal amount of $7,821,111, the
First Amendment Notes, in the original aggregate principal amount of
$283,000, and the Second Amendment Notes, in the original principal
amount of $1,400,000 shall have been paid in full, or in a manner
otherwise satisfactory to the Agent, (i) the Initial Lenders' Lien
on the Borrower's Collateral with respect to the Obligations of
Borrower to the Initial Lenders under this Agreement, any other
Bridge Loan Documents and the Initial Notes, the Obligations of
Borrower to the First Amendment Lenders under this Agreement, any
other Bridge Loan Documents and the First Amendment Notes, and the
Obligations of Borrower to the Second Amendment Lenders under this
Agreement, any other Bridge Loan
6
7
Documents and the Second Amendment Notes, shall rank pari passu with
one another, and (ii) each of the Initial Lenders, the First
Amendment Lenders and the Second Amendment Lenders shall share pro
rata in the proceeds of the Borrower's Collateral in accordance with
a fraction, the denominator of which shall equal the unpaid
principal balance of the Consolidated Bridge Loan, and the numerator
of which shall equal, in the case of the Initial Lenders, the unpaid
principal balance of the Initial Notes, in the case of the First
Amendment Lenders, the unpaid principal balance of the First
Amendment Notes, and in the case of the Second Amendment Lenders,
the unpaid principal amount of the Second Amendment Notes, all such
amounts to be calculated as of (A) the Maturity Date, or (B) the
date each Note becomes due and payable, whether by acceleration or
otherwise, whichever date is sooner to occur."
SECTION II.
CONDITIONS PRECEDENT.
This Second Amendment shall become effective on the date when all of the
following conditions, the fulfillment of each of which is a condition precedent
to the effectiveness of this Second Amendment, shall have occurred or shall have
been waived in writing by Borrower and the Agent:
1. Second Amendment Closing Documents. Each Lender shall have received a
duly executed original of, as is appropriate:
(i) this Second Amendment;
(ii) its Note, if applicable;
(iii) its Warrant, if applicable;
(iv) the Second Amendment Agency Agreement; and
(v) the Second Amendment Waiver and Consent;
each conforming to the requirements hereof and executed as of the date of this
Second Amendment by a duly authorized representative of Borrower, the Lenders
and the Agent, as the case may be.
2. Legal Opinion of Counsel to Borrower. The Agent shall have received an
opinion, dated as of the Second Amendment Closing Date, of St. John & Wayne,
L.L.C., counsel to Borrower, which opinion shall be reasonably satisfactory to
the Agent and its counsel.
3. Officer's Certificate. Borrower shall have received an Officer's
Certificate from Borrower dated as of the Second Amendment Closing Date,
certifying as to the (i) Certificate of Incorporation of Borrower and all
amendments thereto, (ii) accuracy and completeness of all By-Laws attached
thereto, (iii) validity of the updated Certificates of Good Standing from the
Secretaries of State of
7
8
New York and Illinois with respect to Borrower, (iv) validity of the resolutions
of the Board of Directors of Borrower approving the transactions relating to
this Second Amendment and each of the Bridge Loan Document to which it or they
are a party and any other certificate or other document to be delivered pursuant
thereto, together with evidence of the incumbency of such officer signing the
same.
4. Second Amendment Closing Fees. All expenses outstanding as of the date
of this Agreement, including legal fees, relating to the Initial Consolidated
Bridge Loan Agreement, and the Second Amendment and any and all documents
relating thereto shall have been paid on or prior to the Second Amendment
Closing Date.
5. Updated Certificates of Good Standing. The Agent shall have received
updated Certificates of Good Standing with respect to Borrower from the
Secretaries of the State of New York and of Illinois.
6. Representations and Warranties. Upon the effectiveness of this Second
Amendment, all representations and warranties set forth in the First Amendment
(except for such inducing representations and warranties that were only required
to be true and correct as of a prior date), shall be true and correct in all
material respects on and as of the effective date hereof, and no Default or
Event of Default shall have occurred and be continuing and Agent shall have
received a certificate of the President of Borrower to the same effect.
7. Material Adverse Effect. No event or development shall have occurred
since the date of delivery to the Agent of Borrower's most recent Form 10-Q and
most recent financial statements which event or development has had or is
reasonably likely to have a Material Adverse Effect.
8. President's Certificate. The Agent shall have received a certificate
from the President of Borrower, as to the satisfaction of paragraphs 6, 7 and 10
of this Section II.
9. Additional Documents. All corporate and legal proceedings and all
documents and instruments executed or delivered in connection with this Second
Amendment shall be satisfactory in form and substance to the Lenders, the Agent
and their respective counsel, and the Lenders, the Agent and their respective
counsel shall have received all information and copies of all documents which
the Lenders, the Agent and their respective counsel may have requested in
connection herewith and the matters contemplated hereunder, such documents, when
requested by them, to be certified by the appropriate authorities.
10. Litigation. There shall be no action, suit or proceeding pending or
threatened against Borrower before any court (including bankruptcy court),
arbitrator or governmental or administrative body or agency that challenges or
relates to the performance of this Second Amendment or any other transactions
contemplated herein.
8
9
11. Consents and Filings. Subject to (i) the receipt of shareholder
approval to amend Borrower's Certificate of Incorporation to increase the
authorized shares of Common Stock and the filing of such amendment with the
Office of the Secretary of State of the State of New York, (ii) the receipt of
the approval of the American Stock Exchange to the extent required under Section
713 of the American Company Stock Exchange Guide, to authorize the issuance of
the Conversion Shares and the Warrant Shares in the event of a dilution
adjustment to the Notes or the Warrants results in issuances of the Conversion
Shares or the Warrant Shares at less than fair market value and (iii) the
approval required under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"); and except as otherwise obtained, no consent
of any Person (including, without limitation, shareholders or creditors of such
Borrower, as the case may be) other than the Majority Holders, the Agent shall
have received such further agreements, consents, certificates, instruments and
documents as may be necessary or proper in the reasonable opinion of the Agent
and its counsel to carry out the provisions and purposes of this Second
Amendment.
12. No Liens. From the date of effectiveness of the First Amendment to the
date of effectiveness of this Second Amendment, no Liens shall have arisen or
been recorded against the Collateral.
SECTION III.
REPRESENTATIONS AND WARRANTIES
Borrower hereby represents and warrants (which representations and warranties
shall survive the execution and delivery hereof) to each Lender and the Agent
that:
1. Authority. Borrower has the corporate power, authority and legal right
to execute, deliver and perform this Second Amendment, and the instruments,
agreements, documents and transactions contemplated hereby, and has taken all
actions necessary to authorize the execution, delivery and performance of this
Second Amendment, and the instruments, agreements, documents and transactions
contemplated hereby.
2. Consents and Filings. Subject to (i) the receipt of shareholder
approval to amend Borrower's Certificate of Incorporation to increase the
authorized shares of Common Stock and the filing of such amendment with the
Office of the Secretary of State of the State of New York, (ii) the receipt of
the approval of the American Stock Exchange to the extent required under Section
713 of the American Company Stock Exchange Guide, to authorize the issuance of
the Conversion Shares and the Warrant Shares in the event of a dilution
adjustment to the Notes or the Warrants results in issuances of the Conversion
Shares or the Warrant Shares at less than fair market value and (iii) the
approval required under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"); and except as otherwise obtained, no consent
of any Person (including, without limitation, shareholders or creditors of such
Borrower, as the case may be) other than the Majority Holders, no consent,
permit, approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required
in connection with the
9
10
execution, delivery, performance, validity or enforceability of this First
Amendment, and the instruments, agreements, documents and transactions
contemplated hereby.
3. Due Execution. This Second Amendment has been duly executed and
delivered on behalf of Borrower, and constitutes the legal, valid and binding
obligation of Borrower, enforceable in accordance with its terms.
4. No Default. Borrower is not in default in any material respect under
any indenture, mortgage, deed of trust, agreement or other instrument to which
it is a party or by which it may be bound. Except as otherwise described on
Borrower's Form 10-Q for the quarter ended September 30, 1998, Borrower knows of
no dispute regarding any such indenture, contract, lease, agreement, instrument
or other commitment. Neither the execution and delivery of this Second Amendment
nor any Bridge Loan Document, nor the performance of the transactions herein or
therein contemplated, nor compliance with the provisions hereof or thereof will
(i) violate any law or regulation, or (ii) result in or cause a violation by
such Borrower of any order or decree of any court or government instrumentality,
or (iii) conflict with, or result in the breach of, or constitute a default
under, any indenture, mortgage, deed of trust, agreement or other instrument to
which such Borrower is a party or by which it may be bound, or (iv) result in
the creation or imposition of any lien, charge, or encumbrance upon any of the
property of such Borrower, except in favor of the Agent, on behalf of the
Lenders, to secure the Obligations, or (v) violate any provision of the
Certificate of Incorporation, By-Laws, or any capital stock provisions of such
Borrower, except as otherwise provided in Section III(2) above.
5. No Event of Default. No Event of Default has occurred and is
continuing.
6. Recitals. The recitals contained in this Second Amendment are true and
correct in all respects.
SECTION IV.
GENERAL PROVISIONS
1. Except as herein expressly amended, the Consolidated Bridge Loan
Agreement and all other agreements, documents, instruments and certificates
executed in connection therewith, are ratified and confirmed in all respects and
shall remain in full force and effect in accordance with their respective terms.
2. All references in the Bridge Loan Documents to the Consolidated Bridge
Loan Agreement shall mean the Consolidated Bridge Loan Agreement as amended as
of the effective date hereof, and as amended hereby and as hereafter amended,
extended, modified, restated or supplemented from time to time. From and after
the date hereof, all references in the Consolidated Bridge Loan Agreement to
"this Agreement," "hereof," "herein," or similar terms, shall mean and refer to
the Consolidated Bridge Loan Agreement as amended by the First Amendment and as
further amended by this Second Amendment.
10
11
3. The headings preceding the text of the sections and subsections of this
Second Amendment are used solely for convenience of reference and shall not
affect the meaning, construction, or effect of the Agreement.
4. The validity and effect of this Second Amendment shall be determined by
reference to the substantive laws of the State of New York without regard to
that State's principles of conflicts of laws, except to the extent that such
other laws may govern the grant and perfection of a security interest in the
Collateral.
5. This Amendment may be executed in any number of counterparts, each of
which shall be an original and all of which together shall constitute but one
and the same Second Amendment.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]
11
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in the state of New York, and delivered by their proper and duly
authorized officers or managers as of the date set forth above.
Borrower: HALSEY DRUG CO., INC.
By:/s/
--------------------------------------------
Name: Michael Reicher
Title: Chief Executive Officer
The Lenders: GALEN PARTNERS III, L.P.
By: Claudius, L.L.C., General Partner
By:/s/
--------------------------------------------
Name: Bruce F. Wesson
Title: Managing Member
GALEN PARTNERS INTERNATIONAL III, L.P.
By: Claudius, L.L.C., General Partner
By:/s/
--------------------------------------------
Name: Bruce F. Wesson
Title: Managing Member
GALEN EMPLOYEE FUND III, L.P.
By: Wesson Enterprises, Inc.
By:/s/
--------------------------------------------
Name: Bruce F. Wesson
Title: President
12
13
/s/
-----------------------------------------------
Alan Smith
/s/
-----------------------------------------------
Michael Weisbrot
/s/
-----------------------------------------------
Susan Weisbrot
/s/
-----------------------------------------------
Greg Wood
/s/
-----------------------------------------------
Patrick Coyne
13