MEDICINES CO /DE filed this form 10-Q on 15 May 2002
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                           LOAN AND SECURITY AGREEMENT

     This Amendment to Loan and Security Agreement is entered into as of May 1,
2002 (the "Amendment"), by and between COMERICA BANK-CALIFORNIA ("Bank") and THE


     Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of March 26, 2002, as amended (the "Agreement"). The parties desire to
amend the Agreement in accordance with the terms of this Amendment.

          NOW, THEREFORE, the parties agree as follows:

     1.   Sections 6.7 and 6.8 of the Agreement are amended to read as follows:

               6.7 Principal Depository. Within sixty (60) days of the Closing
          Date, Borrower shall maintain and shall cause each of its Subsidiaries
          located in the United States to maintain its primary depository (other
          than the lockbox account maintained with JP Morgan Chase), operating
          and investment accounts with Munder Capital, Comerica Incorporated,
          Bank and/or Comerica Securities, Inc., except that Borrower may keep
          up to $2,000,000 (and any amounts in excess of $40,000,000) in one or
          more accounts with one or more financial institutions disclosed to
          Bank in writing.

               6.8 Liquidity. Borrower shall maintain at all times and shall
          report to Bank monthly a balance of unrestricted cash, cash
          equivalents, available for sale securities and associated accrued
          interest (such that any such investments satisfy Borrower's investment
          policy approved by Borrower's audit committee and provided to Bank)
          that is at least equal to the greater of (i) $20,000,000 or (ii) the
          amount of Borrower's preceding six (6) months Cash Burn (such Cash
          Burn to be calculated based on the average trailing three (3) month
          Cash Burn). "Cash Burn" means the change in Borrower's cash during the
          applicable period of measurement, net of changes in financial debt,
          new issuances of stock, paid-in capital and minority interests.

     2. Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all respects. Except as
expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right,
power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof. Borrower ratifies and reaffirms the continuing effectiveness of all
instruments, documents and agreements entered into in connection with the

     3. Borrower represents and warrants that the Representations and Warranties
contained in the Agreement are true and correct as of the date of this
Amendment, and that no Event of Default has occurred and is continuing.

     4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.


By: /s/ Steven H. Koehler                            By: /s/ Ron Homa
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Title: Vice President and Chief Financial Officer    Title: Vice President
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