EXHIBIT 10.1
SECOND AMENDMENT OF LOAN AND SECURITY AGREEMENT
This SECOND AMENDMENT OF LOAN AND SECURITY AGREEMENT ("Amendment") is
dated as of May 1, 2003, by and between SCOLR, Inc., a Delaware Corporation,
having a place of business at 0000 000xx Xxxxxx XX Xxxxxxx, XX 00000-0000
("Borrower") and ACCESS BUSINESS FINANCE LLC, having a principal place of
business at 00000 X. X. 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 ("Lender").
RECITALS
A. Borrower and Lender have entered into that certain Loan and Security
Agreement dated as of April 30, 2002 (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:
1. Decrease the Maximum Amount from $1,100,000.00 to $800,000.00;
2. Decrease the Loan Fee from $11,000.00 to $8,000.00.
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 "Maximum Amount" is amended and shall be decreased to
$800,000.00.
1.2 The term "Loan Fee" is amended and shall be decreased to
$8,000.00.
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. Ratification of Guaranty. Indemnitor acknowledges and agrees that he
has read and is familiar with, and consents to, all of the terms and conditions
of this Amendment. In light of the foregoing, Indemnitor confirms and agrees
that all of the terms and provisions of his Guaranty are ratified and
reaffirmed, and that the Guaranty shall continue in full force and effect.
4.1 Although Lender has informed Indemnitor of the terms of this
Amendment, Indemnitor understands and agrees that Lender has no duty whatsoever
to so notify Indemnitor or to seek this or any future acknowledgment, consent,
or reaffirmation, and nothing contained herein is intended to, or shall crate,
such a duty as to any transactions hereafter.
5. 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.
6. 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.
7. 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
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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.
8. Headings. Section headings and numbers have been set forth for
convenience only.
9. 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.
SCOLR, Inc.
By:
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Xxxxxx Xxxxx
Title: Chief Financial Officer
ACCESS BUSINESS FINANCE, LLC
By:
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Title:
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CONSENTED TO:
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Xxxxx X. Xxxxxx
Indemnitor
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Xxxxxx Xxxxx
Indemnitor
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