AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 (this Amendment) to that certain Credit Agreement dated March
27, 2007 (the Original Agreement), as amended by that certain Amendment No. 1 to Credit
Agreement dated November 6, 2008 (Amendment No. 1, and together with the Original
Agreement, the Amended Credit Agreement), by and among OPKO Health, Inc., a Delaware
corporation formerly known as eXegenics Inc. (Borrower), The Frost Group, LLC, a Florida
limited liability company (the Frost Group) and OPKO Pharmaceuticals, LLC, a Delaware
limited liability company formerly known as Acuity Pharmaceuticals, LLC (OPKO
Pharmaceuticals), is made effective as of February 22, 2011. All capitalized terms used
herein and not otherwise defined shall have the meaning ascribed such term in the Amended Credit
WHEREAS, pursuant to the Amended Credit Agreement, the Frost Group previously made a Line of
Credit available to Borrower in the amount of $12,000,000 (the Available Amount).
WHEREAS, Borrower repaid in full the Line of Credit on June 2, 2010, including $12,000,000 in
principal and $4.1 million in interest.
WHEREAS, the Maturity Date under the Amended Credit Agreement was January 11, 2011, and the
parties have agreed to extend the Line of Credit and Maturity Date until March 31, 2012, and to
further amend the Amended Credit Agreement to reflect such agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below,
intending to be legally bound hereby, the parties covenant and agree as follows:
||Notwithstanding any provision in the Amended Credit Agreement, the Note, or
that Second Amended and Restated Note and Security Agreement, dated November 6, 2008
(the Second Amended Note) to the contrary, the Frost Group hereby agrees to
extend the Line of Credit to Borrower pursuant to the terms and conditions set forth
herein and in that certain Third Amended and Restated Note and Security Agreement dated
of even date, which amends and replaces the Note and the Second Amended Note in
entirety (the Third Amended Note).
||The Maturity Date under the Amended Credit Agreement and the Third Amended Note
shall be March 31, 2012.