EX-10.1 MODIFICATION AGREEMENTAddendum or Modifications |
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NEOSE TECHNOLOGIES INC | GENERAL ELECTRIC CAPITAL CORPORATION. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
MODIFICATION AGREEMENT
GE Capital Account Numbers
4139750-003, 004, 008, 009, 010, 014.
THIS MODIFICATION AGREEMENT (“Modification Agreement”) is made and entered into as of this 31st day of October, 2006, by and between GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a Delaware corporation with a place of business at 83 Wooster Heights Road, 5th Floor, Danbury, CT 06810 and Neose Technologies, Inc. (“Debtor”) a Delaware corporation located at 102 Witmer Road, Horsham, PA 19044.
RECITALS
WHEREAS GE Capital, and Debtor entered into a Master Security Agreement dated as of December 19, 2002, as amended on December 19, 2002, (“Loan Agreement”) for the purpose of providing equipment financing to Debtor. Debtor and GE Capital entered into six promissory notes under the terms of the Loan Agreement (collectively, the “Notes”) under which GE Capital advanced to the Debtor the aggregate sum of Six Million Twelve Thousand Eight Hundred Twenty-Six and Fifty-Eight cents ($6,012,826.58) with current aggregate monthly payments of One Hundred Sixty Thousand Two Hundred Seventy-Two and Seventy-Eight cents ($160,272.78) payable in arrears from the commencement date of each Note. Debtor’s obligations under the Loan Agreement are secured by a lien on all equipment identified on the Notes (“Collateral”);
WHEREAS Debtor has requested that GE Capital modify Debtor’s payment obligations under the Notes;
WHEREAS GE Capital is willing to modify Debtor’s obligations as requested according to the terms and subject to the conditions set forth below.
NOW THEREFORE, in consideration of these premises and the covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which the parties hereby acknowledge, the parties hereby agree as follows:
I. ACKNOWLEDGMENTS, REPRESENTATIONS AND COVENANTS: Debtor represents, acknowledges, warrants and covenants to GE Capital that:
1) The recitals set forth above are true and accurate;
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2) |
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Debtor has duly executed the Loan Agreement, the Notes, and all other documents related to the financing of the Equipment (the “Loan Documents”) and such Loan Documents set forth continuing obligations of Debtor, enforceable against Debtor in accordance with their respective terms; |
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3) |
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Debtor has adequate power and capacity to enter into this Modification Agreement; |
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4) |
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The entry into and performance by Debtor of its obligations under this Modification Agreement, and the Loan Documents do not (i) violate any judgment, order, law or regulation applicable to Debtor; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any unit of Equipment pursuant to any indenture, financing agreement, deed of trust, bank loan or credit agreement or other instrument to which Debtor is a party; |
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5) |
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There are no suits or proceedings pending, to Debtor’s knowledge, threatened in court or before any regulatory commission, board or other administrative governmental agency against or affecting Debtor, which would reasonably be expected to have a material adverse effect on the ability of Debtor to fulfill its obligations under this Modification Agreement, and the Loan Documents; |
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6) |
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The most recent financial statements of Debtor delivered to GE Capital accurately present the financial position of Debtor, as of the date of such statements, and there has been no material adverse change in the financial condition of Debtor since the date of such financial statements; |
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7) |
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