FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
EXHIBIT 4.2
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is made and entered into as of March 7, 2007 by SpectRx, Inc. (the "Company") in favor of the Noteholders and the Agent that are parties to that certain Amended and Restated Loan Agreement dated March 1, 2007 (the "Agreement").
RECITALS
A. The Company, the Noteholders and the Agent are parties to the Agreement.
B. Section 3.1 of the Agreement provides for a New Closing on the date hereof.
C. The New Closing has taken place on the date hereof in accordance with Section 3.1 of the Agreement.
D. Section 3.1 of the Agreement further provides that the Company shall amend Schedule 1 to the Agreement to include all Loans made as of the New Closing.
E. The Company wishes to execute this Amendment in favor of the Noteholders and the Agent to amend Schedule 1 to the Agreement to reflect all Loans made as of the New Closing.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Agent hereby agree as follows:
1. Interpretation. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby", and each other similar reference, and each reference to "this Agreement" and each other similar reference contained in the Agreement, shall from and after the date hereof refer to the Agreement as amended by this Amendment.
2. Amendment re: Schedule 1. Schedule 1 of the Agreement is hereby deleted in its entirety and replaced with Schedule 1 attached hereto.
3. Effect of Amendment. Except as amended hereby, the terms of the Agreement shall remain in full force and effect without change.
[Signatures appear on the next page]
[Signatures to First Amendment to Amended and Restated Loan Agreement]
IN WITNESS WHEREOF, the undersigned, thereunto duly authorized, has executed this Amendment as of the date first set forth above.
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"Company" |
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SpectRx, Inc. |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Xxxx X. Xxxxxxx |
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Chief Executive Officer |
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EXHIBIT 4.2
Schedule 1
TO AMENDED AND RESTATED LOAN AGREEMENT DATED MARCH 1, 2007, AS AMENDED BY THIS AMENDMENT
SCHEDULE 1
Noteholders
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Noteholder |
Loan Principal Amount |
Date of Loan |
New Principal Amount |
Warrant Shares |
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Original Noteholders: |
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Xxxx Xxxxxx |
$50,000 |
09/20/2006 |
$53,107 |
81,703 |
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Kuekenhof Equity Fund, LLP |
$100,000 |
09/22/2006 |
$106,137 |
163,288 |
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Xxxxxx Xxxxxxx DW, Inc. for |
$25,000 |
10/12/2006 |
$26,342 |
40,527 |
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Xxxx X. Xxxxxxx |
$33,334 |
06/28/2006 |
$36,479 |
56,122 |
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Xxxxxxx X. Xxxxxx |
$33,333 |
06/28/2006 |
$36,478 |
56,120 |
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Xxxxxxx Xxxxxx, III |
$33,333 |
06/28/2006 |
$36,478 |
56,120 |
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GT Noteholders: |
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Xxxxx Xxxxxxxx |
$100,000 |
02/02/2006 |
$110,740 |
170,369 |
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Isaak & Xxxxxx Xxxxxxxx, Jt. Tenants |
$200,000 |
02/02/2006 |
$221,479 |
340,738 |
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Xxxxx Xxxxxxxx |
$150,000 |
02/02/2006 |
$166,110 |
255,553 |
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Xxxxxxx Xxxxxxxx Annuity Trust |
$100,000 |
02/02/2006 |
$110,740 |
170,369 |
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Xxxxxxx Xxxxxxxx Annuity Trust |
$50,000 |
02/02/2006 |
$55,370 |
85,184 |
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Xxxxxxx Xxxxxxxx Annuity Trust |
$50,000 |
02/02/2006 |
$55,370 |
85,184 |
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Xxxxxxx Xxxxxxxx Annuity Trust |
$50,000 |
02/02/2006 |
$55,370 |
85,184 |
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Xxxxxxxxx Xxxxxx Rome Profit Sharing |
$25,000 |
02/02/2006 |
$27,685 |
42,592 |
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Xxx Xxxxx |
$375,000 |
02/02/2006 |
$415,274 |
638,883 |
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Xxxxx X. Xxxxxx |
$50,000 |
02/02/2006 |
$55,370 |
85,184 |
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Xxxx X. Xxxxxx |
$100,000 |
02/02/2006 |
$110,740 |
170,369 |
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Xxxx and Xxxxx Xxxxxx, Joint Tenants |
$225,000 |
02/02/2006 |
$249,164 |
383,330 |
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Noteholder |
Loan Principal Amount |
Date of Loan |
Warrant Shares |
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New Noteholders: |
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Xxxx Xxxxxx |
$75,000 |
03/01/2007 |
115,385 |
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Kuekenhof Equity Fund, LLP |
$400,000 |
03/01/2007 |
615,385 |
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Opaline International, Inc |
$300,000 |
03/01/2007 |
461,538 |
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Xxxxxx X. Xxxxxxx |
$250,000 |
03/01/2007 |
384,615 |
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Dayton Holdings International, Inc. |
$100,000 |
03/01/2007 |
153,846 |
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Xxxxxx X. Xxxx |
$100,000 |
03/01/2007 |
153,846 |
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Xxxxx Xxxxxx |
$100,000 |
03/01/2007 |
153,846 |
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Xxxxxx Xxxxxxx-Marlio |
$99,975 |
03/01/2007 |
153,808 |
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Xxxxxx X. Xxxxx |
$50,000 |
03/01/2007 |
76,923 |
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21st Century Digital Industries Fund LP |
$50,000 |
03/01/2007 |
76,923 |
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Xxxxxxx Xxxxxxx |
$50,000 |
03/01/2007 |
76,923 |
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Xxxxxxx X. Xxxxxxxxx |
$50,000 |
03/01/2007 |
76,923 |
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Xxxxxxx Xxxxxx |
$49,982.50 |
03/01/2007 |
76,896 |
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Xxxxxxx X. Xxxxxxx |
$50,000 |
03/01/2007 |
76,923 |
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Maryse Hops |
$25,000 |
03/01/2007 |
38,462 |
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Lavorsia X. Xxxxxx |
$25,000 |
03/01/2007 |
38,462 |
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Xxxxxxxx Xxxx XXX |
$25,000 |
03/01/2007 |
38,462 |
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Xxxxx Xxxxxx |
$25,000 |
03/01/2007 |
38,462 |
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Xxxxx Intervivos Trust |
$25,000 |
03/01/2007 |
38,462 |
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Xxxxxx Xxxxx |
$25,000 |
03/01/2007 |
38,462 |
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Xxxxxxx Xxxxx Xxxxx |
$25,000 |
03/01/2007 |
38,462 |
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Nangarhil, LLC |
$25,000 |
03/01/2007 |
38,462 |
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Xxxxxx X. Xxxxxxxxxxxx |
$20,000 |
03/01/2007 |
30,769 |
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Xxxxxxx Xxxxxxx |
$20,000 |
03/01/2007 |
30,769 |
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Xxxxxx Xxxxxxx |
$10,000 |
03/01/2007 |
15,385 |
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Xxxxxxx Xxxxxxx |
$10,000 |
03/01/2007 |
15,385 |
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Xxxxxxx Xxxxxx Trust |
$10,000 |
03/01/2007 |
15,385 |
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Chestnut Ridge Partners, LP |
$250,000 |
03/01/2007 |
384,615 |
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The Xxxxxx Xxxxxx Foundation |
$100,000 |
03/01/2007 |
153,846 |
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Xxxxxxx Xxxxxx |
$5,000 |
03/01/2007 |
7,692 |
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Xxxxxxxx X'Xxxxxx |
$25,000 |
03/01/2007 |
38,462 |
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Xxxxxx & Durieu, L.P. |
$41,685.11 |
03/01/2007 |
64,131 |
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Xxxxxx X. Xxxx |
$100,000 |
3/12/2007 |
153,846 |
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Xxxxxxx Xxxxxxx |
$25,000 |
3/12/2007 |
38,462 |
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Opaline International, Inc. |
$100,000 |
3/12/2007 |
153,846 |
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Xxxxxx X. Xxxxxx |
$25,000 |
3/12/2007 |
38,462 |
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Xxxx Xxxxxxxxxxx |
$25,000 |
3/12/2007 |
38,462 |
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Kuekenhof Equity Fund, LLP |
$100,000 |
3/12/2007 |
153,846 |
