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EXHIBIT 10.74(b)
FIRST AMENDMENT TO TRADEMARK,
TRADENAME AND SERVICE MARK COLLATERAL
ASSIGNMENT AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO TRADENAME, TRADEMARK AND SERVICE MARK
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (the "Amendment") is made as of
this 29th day of May, 1996 by and between MEDICIS PHARMACEUTICAL CORPORATION, a
Delaware corporation ("Assignor"), and NORWEST BANK ARIZONA, NATIONAL
ASSOCIATION, a national banking association, the successor-in-interest to
Norwest Business Credit, Inc. ("Norwest Bank").
WHEREAS, Assignor and Norwest Business Credit, Inc. ("NBCI") are
parties to that certain Trademark, Tradename and Service Mark Collateral
Assignment and Security Agreement dated as of August 3, 1995, which was filed
with the United States Department of Commerce Patent and Trademark Office on
August 17, 1995 in Reel/Frame: 1382/0782 (the "Agreement");
WHEREAS, NBCI has assigned, and Norwest Bank has assumed, all of NBCI's
right, title, interest, privileges, obligations and liabilities under the
Agreement;
WHEREAS, Assignor has filed additional trademarks, tradenames and/or
service marks with the United States Department of Commerce Patent and Trademark
Office since August 17, 1995, which trademarks, tradenames and/or service marks
are intended to be collateral security for the obligations of Assignor to
Assignee; and
WHEREAS, Assignor and Norwest Bank desire to amend the Agreement as
provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficient of which are hereby acknowledged, Assignor and Norwest
Bank, intending to be legally bound, agree as follows:
1. Interpretation. Except as otherwise defined herein, all capitalized
terms used herein shall have the meanings ascribed thereto in the Agreement.
2. Lender. All references to "Lender" in the Agreement shall hereafter
refer to Norwest Bank Arizona, National Association, a national banking
association.
3. Recitals. The Section of the Agreement entitled "RECITALS" is hereby
amended to add the following:
D. On or about May 29, 1996, Norwest Business Credit,
Inc. assigned and transferred to Norwest Bank Arizona,
National Association, all of its right, title, interest,
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privileges, obligations and liabilities under the Note and
Loan Agreement and all of the other agreements and documents
evidencing, securing or otherwise relating thereto, including,
without limitation, this Agreement.
E. Assignor and Norwest Bank Arizona, National
Association, have concurrently herewith executed and delivered
that certain First Amendment to Loan and Security Agreement
dated as of May 29, 1996 which provides, among others, for an
additional $3,000,000 multiple advance loan from Norwest Bank
Arizona, National Association, to Assignor, subject to and on
the terms and conditions contained therein, which loan is
evidenced by that certain Multiple Advance Note dated May 29,
1996 from Assignor to Norwest Bank Arizona, National
Association, in the original principal amount of $3,000,000,
as it may hereafter be amended, modified, restated, extended,
renewed and/or consolidated from time to time (the "Term
Note").
4. Obligations Secured. Section 2(a) of the Agreement is hereby deleted
and the following inserted therefor:
(a) The payment of indebtedness in the total
principal amount of up to $5,000,000, with interest thereon,
evidenced by the Note and the Term Note.
5. Tradename, Trademark and Service Mark Schedule. Schedule A attached
to the Agreement is hereby deleted in its entirety and replaced by Schedule A
attached to the First Amendment to Tradename, Trademark and Service Mark
Collateral Assignment and Security Agreement dated as of May 29, 1996 between
Assignor and Assignee, which is incorporated in the Agreement by this reference.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Arizona.
7. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
combined shall constitute one and the same instrument.
8. Successors and Assigns. This Amendment shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.
9. Amendment. Except as otherwise amended hereby, all of the terms and
provisions of the Agreement shall remain in full force and effect.
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10. Power of Attorney. For purposes of compliance with Arizona Revised
Statutes Section 14-5503, Section 13 of the Agreement and any other provisions
in the Agreement granting a power of attorney by Assignor to Lender are
incorporated herein by this reference.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
ASSIGNOR:
MEDICIS PHARMACEUTICAL
CORPORATION, a Delaware corporation
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Witness
By:
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Name: Jonah Shacknai
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Title: Chairman of the Board
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NORWEST BANK:
NORWEST BANK ARIZONA, NATIONAL
ASSOCIATION, a national banking
association
By:
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Name: Jeffrey R. Wentzel
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Title: Vice President
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STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me, the
undersigned notary public, this 29th day of May, 1996, by Jonah Shacknai, the
Chairman of the Board of MEDICIS PHARMACEUTICAL CORPORATION, an Arizona
corporation, on behalf of the corporation.
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Notary Public
My Commission Expires:
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STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me, the
undersigned notary public, this 29th day of May, 1996, by Jeffrey R. Wentzel,
the Vice President of NORWEST BANK ARIZONA, NATIONAL ASSOCIATION, a national
banking association, on behalf of the banking association.
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Notary Public
My Commission Expires:
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