SECOND AMENDMENT OF LOAN AND SECURITY AGREEMENT
EXHIBIT
10.1
SECOND
AMENDMENT OF LOAN AND SECURITY AGREEMENT
This
SECOND AMENDMENT OF
LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of June 15, 2007,
by and between Synthetech, Inc., an Oregon Corporation, having a
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(“Borrower”) and ACCESS BUSINESS FINANCE LLC, having a principal place of
business at ▇▇▇▇▇ ▇. ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(“Lender”).
RECITALS
A. Borrower
and Lender have entered into that certain Loan and Security Agreement dated
as
of June 15, 2006 (as amended or modified to the date hereof, the “Loan
Agreement”).
B. Borrower
has requested that Lender amend, and Lender has agreed to amend, the Loan
Agreement to:
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1.
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Increase
the
Inventory sublimit of the Borrowing Base to $1,500,000 from
$975,000;
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2.
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Decrease
the
Interest Rate from Prime + 3% to
Prime;
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3.
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Reduce
the Annual Loan Fee from 1% to
.75%;
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4.
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Reduce
the Minimum Monthly Charge from $5,000 to
$2,500;
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5.
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Borrower
will
be required to submit its internal monthly financial statements to
Lender
by the 30th
day of each
month;
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6.
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All
inventory reporting will be required by the 30th
day of each
month.
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NOW,
THEREFORE, in consideration of the
premises, and intending to be legally bound hereby, the parties hereby agree
as
follows:
AGREEMENT
1. Amendment
of the Loan Agreement. The Loan Agreement is hereby amended as
follows, effective as of the date hereof:
1.1 The
term “Borrowing Base” is amended and shall read in its entirety: “Borrowing Base
– the sum of: 1.2.11.1 (i) Eighty-Five (85%) percent of the Net Face
Amount of Borrower’s Eligible Accounts, plus the lesser of (1) Forty (40%)
percent of the Value of Eligible Inventory, (2) $1,500,000.00 or
N/A of the Net Face Amount of Borrower’s Eligible Accounts.”
1.2 The
term “Interest Rate” is amended and shall read in its entirety: “Prime
Rate. Any change in the Interest Rate shall be effective as of the
date of any change in the Prime Rate.”
1.3 The
term “Loan Fee” is amended and shall be reduced to .75% of the Maximum Amount at
the time this fee accrues.
1.4 The
term “Minimum Monthly Income” is amended and shall be reduced to
$2,500.00.
1.5 Paragraph
10.3.2.4 is added and shall read in its entirety: “Borrower's balance sheet as
of the close of each month and its income statement for that portion of the
then
current fiscal year through the end of each month no later than Thirty
(30) days after the close of each month;”
1.6 Paragraph
10.3.4 is amended and shall read in its entirety: “A listing of all Borrower's
Inventory, based upon weekly physical cycle counts, within Thirty (30)
days after the close of each month.
2. Modification. Except
as expressly modified hereby, the Loan Agreement shall remain unchanged and
in
full force and effect.
3. Conflicts. If
a conflict exists between the provisions of the Loan Agreement and the
provisions of this Amendment, the provisions of this Amendment shall
control.
4. Further
Assurances. Borrower agrees to make and execute such other
documents as may be necessary or required to effectuate the terms and conditions
of this Agreement.
5. Future
Modifications. This Amendment does not entitle, or imply any
consent or agreement to, any further or future modification of, amendment to,
waiver of, or consent with respect to any provision of the Loan
Agreement.
6. Severability. In
the event any one or more of the provisions contained in this Agreement is
held
to be invalid, illegal or unenforceable in any respect, then such provision
shall be ineffective only to the extent of such prohibition or invalidity,
and
the validity, legality, and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
7. Headings. Section
headings and numbers have been set forth for convenience only.
8. Counterparts. This
Amendment may be signed in any number of counterparts, each of which shall
be an
original, with the same effect as if all signatures were upon the same
instrument. Delivery of an executed counterpart of the signature page
to this Amendment by telefacsimile shall be effective as delivery of a manually
executed counterpart of this Amendment, and any party delivering such
an executed counterpart of the signature page to this Amendment by telefacsimile
to any other party shall thereafter also promptly deliver a manually executed
counterpart of this Amendment to such other party, provided that the failure
to
deliver such manually executed counterpart shall not affect the validity,
enforceability, or binding effect of this Agreement.
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first above
written.
| Synthetech, Inc. | ||
| By: | ||
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| Title: | VP Finance, CFO | |
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ACCESS
BUSINESS FINANCE, LLC
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| By: | ||
| Title: | ||