EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EXHIBIT 10.1

EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     This Eighth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of November 28, 2011, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).

RECITALS

Borrowers and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of March 6, 2008, as amended from time to time, including by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of July 30, 2008, that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 31, 2008, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of June 19, 2009, that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of October 23, 2009, that certain Fifth Amendment to Amended and Restated Loan and Security Agreement dated as of May 6, 2010, that certain Sixth Amendment to Amended and Restated Loan and Security Agreement dated as of September 15, 2010 and that certain Seventh Amendment to Amended and Restated Loan and Security Agreement dated as of August 31, 2011 (collectively, 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. Section 6.7 of the Agreement hereby is amended and restated in its entirety to read as follows:

“6.7 Financial Covenants. Borrowers shall at all times maintain the following financial ratios and covenants:

(a) Three Month EBITDA. Measured monthly on a trailing three (3) month basis, EBITDA of not less than the following for the applicable periods:

Measuring Period Ending	Minimum Trailing Three (3) month EBITDA
10/31/11	($250,000	)
11/30/11	$300,000
12/31/11	($350,000	)
1/31/2012 and thereafter	$200,000

     ”

2. Exhibit C to the Agreement is hereby replaced with Exhibit C attached hereto.

3. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by a Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

4. 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.

     5. Each 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, except as expressly waived hereby, no Event of Default has occurred and is continuing.

6. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a) this Amendment, duly executed by each Borrower;

(b) an amendment fee in the amount of Three Thousand Five Hundred Dollars ($3,500);

(c) all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrowers’ accounts; and

(d) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

7. 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.

	LYRIS, INC.
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Title:	Chief Executive Officer
	LYRIS TECHNOLOGIES INC.
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Title:	Chief Executive Officer
	COMMODORE RESOURCES (NEVADA), INC.
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Title:	Assistant Secretary
	COMERICA BANK
	By:	/s/Xxxxxx Xxxxxx
	Title:	Senior Vice President

[Signature Page to Eighth Amendment to Amended and Restated Loan and Security Agreement]

EXHIBIT C

COMPLIANCE CERTIFICATE

TO:		COMERICA BANK
FROM:		LYRIS INC., for itself and on behalf of all Borrowers

     The undersigned authorized officer of LYRIS, INC., for itself and on behalf of all Borrowers, hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrowers and Bank (the "Agreement"), (i) Each Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of each Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under "Complies" column.

Reporting Covenant		Required							Complies
Monthly financial statements		Monthly within 30 days							Yes		No
10K		Within 90 days of fiscal year end							Yes		No
10Q		Within 45 days of quarter end							Yes		No
Borrowing Base Cert, A/R & A/P Agings		Monthly within 30 days							Yes		No
Compliance Cert.		Monthly within 30 days							Yes		No
A/R Audit		Semi-Annual							Yes		No
IP Report		Quarterly within 45 days							Yes		No
Total amount of Borrowers' cash and		Amount:	$						Yes		No
investments
Total amount of Borrowers' cash and		Amount:	$						Yes		No
investments maintained with Bank
Financial Covenant		Required				Actual			Complies
Minimum 3-Month EBITDA		See attached chart				$			Yes		No

Comments Regarding Exceptions: See Attached.				BANK USE ONLY
Sincerely,				Received by:
					AUTHORIZED SIGNER
				Date:
	SIGNATURE
				Verified:
	TITLE				AUTHORIZED SIGNER
				Date:
	DATE			Compliance Status		Yes			No

Minimum Trailing 3 month EBITDA Requirements

Measuring Period Ending	Minimum Trailing Three (3) month EBITDA
10/31/11	($250,000	)
11/30/11	$300,000
12/31/11	($350,000	)
1/31/2012 and thereafter	$200,000