Second Modification to Loan and Security Agreement
Exhibit
10.11
This Second Modification to Loan and
Security Agreement (this “Modification”) is entered into by and
between ALPHA INNOTECH
CORPORATION (“Borrower”) and BFI Business Finance
(“Lender”) as of this 29th day of February, 2008, at Campbell,
California.
RECITALS
A. Lender
and Borrower have previously entered into or are concurrently herewith entering
into a Loan and Security
Agreement (the “Agreement”) dated March 9, 2004.
B. Lender
and Borrower may have previously executed one or more Modifications to Loan and
Security Agreement (the "Previous Modification(s)").
C. Borrower
has requested, and Lender has agreed, to modify the Agreement as set forth
below.
AGREEMENT
For good
and valuable consideration, the parties agree as set forth below:
1. Incorporation by
Reference. The Agreement and the Previous Modification(s), if
any, as modified hereby and the Recitals are incorporated herein by this
reference.
2. Effective
Date. The terms of this Modification shall be in full force
and effect as of February 29,
2008.
3. Modification to
Agreement. The Agreement is hereby modified to amend and
restate the section(s) referenced below:
For the
period of time (the “Temporary Period”) beginning February 29, 2008 through and
including March 31, 2008 and so long as any amounts remain outstanding, owing,
and payable under that certain Secured Promissory Note – Non-Revolving of even
date herewith (the “Note”), including any amendments, renewals, or restatements
thereof, the Maximum Amount as defined in the Agreement shall mean a maximum of
One Million Two Hundred Fifty
Thousand and 00/100 Dollars ($1,250,000.00). During the
Temporary Period the total aggregate indebtedness under this Agreement, the
Note, and all Obligations shall not exceed at any one time the amount of One Million Five Hundred Thousand and
00/100 Dollars ($1,500,000.00)
At such
time as i) the Temporary Period has passed; and ii) the Note, including all
amendments, renewals, or restatements thereof, has been repaid in full and is no
longer an obligation, the Maximum Amount under the Agreement shall mean a
maximum of One Million Five
Hundred Thousand and 00/100 Dollars ($1,500,000.00)
4. Fee. At
the time of execution of the Modification, Borrower agrees to pay a one-time fee
in the amount of ----------N/A---------- and 00/100 Dollars ($----------n/a----------).
5. Legal
Effect. Except as specifically set forth in this Modification,
all of the terms and conditions of the Agreement remain in full force and
effect.
6. Integration. This
is an integrated Modification and supersedes all prior negotiations and
agreements regarding the subject matter hereof. All amendments hereto
must be in writing and signed by the parties.
IN
WITNESS WHEREOF, the parties have executed this Second Modification to Loan and
Security Agreement as of the date first set forth above.
BFI
Business
Finance ALPHA INNOTECH CORPORATION
By: Xxxxx
Xxxxxx By: Xxx
Xxxxxxxxx
Its: President Its: Chief
Executive Officer
CAmod (rev. 09.19.2003)
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