Exhibit 10.41
SECOND ALLONGE
TO
LOAN AND SECURITY AGREEMENT
This modification made this 8th day of March, 2001 to the Loan and Security
Agreement ("Agreement") effective June 10, 1999, as amended, between OSTEOTECH,
INC., a Delaware Corporation; OSTEOTECH INVESTMENT CORPORATION, a New Jersey
Corporation; CAM IMPLANTS, INC., a Colorado Corporation; OSTEOTECH, B.V., H.C.
IMPLANTS, B.V., CAM IMPLANTS, B.V., OSTEOTECH/CAM SERVICES, B.V., each a Company
of The Netherlands; and OST DEVELOPPEMENT, a Corporation of France (jointly and
severally "Borrower") and FLEET NATIONAL BANK, Successor in Interest to Summit
Bank ("Lender") and to which Agreement these presents are so firmly affixed as
to become a part thereof.
Notwithstanding anything to the contrary set forth in the Agreement, the
Agreement is hereby amended as follows:
1. Section 1.1 is hereby amended to read as follows:
1.1(a) Lender agrees to provide, at one time or from time to
time, at the request of the Borrower, loans to Osteotech,
Inc. in an aggregate amount up to Five Million Dollars
($5,000,000.00) on a revolving loan basis ("Loan I") for the
purpose of working capital and capital expenditures and
costs related to the construction of an approximate 65,000
square foot addition (the "Project") to real property and
improvements located at 000 Xxxxxxxxxx Xxx Xxxx, Xxxxxxxxx,
Xxx Xxxxxx (the "Property"). Loan I is to be payable on the
earlier of (i) May 31, 2002 or (ii) upon a Default.
1.1(b) In the absence of Default, the Borrower has the
option to extend the term of Loan I for an additional four
(4) year term commencing on May 31, 2002, exercisable by
written notice to Lender, not less than thirty (30) days
prior thereto. If such option is so exercised, the
outstanding balance of Loan I becomes repayable in
forty-eight (48) equal monthly installments of principal,
together with accrued interest.
2. Section 1.3(a) is hereby amended to read as follows:
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1.3(a) Lender agrees to provide to Borrower loans in an
aggregate amount up to Seventeen Million ($17,000,000.00)
Dollars during a period not to exceed twenty-seven (27)
months following the date hereof for the purpose of
financing equipment purchases, clean-rooms, other costs
related to the Project and other capital expenditures in the
United States with advances of up to 80% of the cost thereof
based upon the submission by Borrower to Lender of invoices
therefor in form reasonably satisfactory to Lender ("Loan
III"). Interest only will be paid on a monthly basis during
the draw-down period of twenty-seven (27) months from the
date hereof.
Except as specifically modified herein, all of the terms and conditions of the
Agreement, and the certificates and other documents executed in connection
therewith, shall remain in full force and effect and any term in initial
capitals and not otherwise defined herein shall have the meaning ascribed
thereto in the Agreement.
Witness: OSTEOTECH, INC.
A Delaware Corporation
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------- ------------------------
XXXXXXX X. XXXXXXXX
Executive Vice President
Witness: OSTEOTECH INVESTMENT
CORPORATION
A New Jersey Corporation
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------- ------------------------
XXXXXXX X. XXXXXXXX
Executive Vice President
Witness: CAM IMPLANTS, INC.
A Colorado Corporation
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
----------------- ------------------------
XXXXXXX X. XXXXXXXX
Chief Financial Officer
Signatures continued ......
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.... continuation of signatures to Second Allonge to Loan and Security Agreement
Witness: H.C. IMPLANTS, B.V.
A Company of The Netherlands
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------- ------------------------
XXXXXXX X. XXXXXXXX
Managing Director
Witness: CAM IMPLANTS, B.V.
A Company of The Netherlands
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------- ------------------------
XXXXXXX X. XXXXXXXX
Managing Director
Witness: OSTEOTECH/CAM SERVICES, B.V.
A Company of The Netherlands
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------- ------------------------
XXXXXXX X. XXXXXXXX
Managing Director
Witness: OST DEVELOPPEMENT
A Corporation of France
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------- ------------------------
XXXXXXX X. XXXXXXXX
Managing Director
FLEET NATIONAL BANK
Successor in Interest to
Summit Bank
By: /s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx
Vice President
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