THIRD AMENDMENT OF LOAN AND SECURITY AGREEMENT
Exhibit
10.1
THIRD
AMENDMENT OF LOAN AND SECURITY AGREEMENT
This THIRD AMENDMENT OF LOAN
AND SECURITY AGREEMENT (“Amendment”) is dated as of March 19, 2008, by
and between Synthetech, Inc., an
Oregon
Corporation, having a place of business at 0000 Xxxxxxxxxx Xxx Xxxxxx,
XX 00000 (“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
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A.
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Borrower
and Lender have entered into that certain Loan and Security Agreement
dated as ofJune 15, 2006
(as amended or modified to the date hereof, the “Loan
Agreement”).
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B.
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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 Borrowing Base on Eligible Inventory from 40% to
50%.
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2.
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Extend
the Loan and Security Agreement through June 15,
2009.
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3.
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Increase
the Annual Loan Fee from .75% to 1% and pay the Loan Fee for the Renewal
Term ending June 15, 2009 on March 28,
2008.
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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:
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1.1
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The term “Borrowing Base” is
changed to read in its entirety: “the sum of: (i) Eighty-Five
(85%)
percent of the Net Face Amount of Borrower's Eligible Accounts,
plus the lesser of (1) Fifty
(50%)
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.
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1.2
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The
term “Contractual Termination Date” is changed in its entirety to
read: “The end of the Initial Term, any Renewal Term, or June
15, 2009.”
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1.3
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The
term “Loan Fee” is amended and shall be increased to 1% of the Maximum
Amount at the time this fee accrues. The fee for the Renewal
Term ending June 15, 2009 is due on March 28,
2008.
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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. | |||
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By:
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/s/ Xxxx Xxxxx | |
| Xxxx Xxxxx | |||
| Title: | VP Finance, CFO | ||
| ACCESS BUSINESS FINANCE, LLC | |||
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By:
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/s/ Xxxx Xxxx | ||
| Title: | Director of Operations | ||
