Exhibit 10.1
OMNIBUS SEVENTH AMENDMENT TO
CREDIT AGREEMENT AND
NINTH AMENDMENT TO NOTE AND
WARRANT PURCHASE AGREEMENT
This Omnibus Seventh Amendment to Credit
Agreement and Ninth Amendment to Note and Warrant Purchase
Agreement (“ Amendment ”) is made as of the 13th
day of October, 2011 between Implant Sciences Corporation, a
Massachusetts corporation (the “ Company ”), and
DMRJ Group LLC, a Delaware limited liability company (the “
Lender ”).
BACKGROUND
A. Company and Lender
are parties to a certain Note and Warrant Purchase Agreement dated
as of December 10, 2008 (as modified or amended from time to time,
including, without limitation, as amended by that certain Omnibus
Waiver and First Amendment to Credit Agreement and Third Amendment
to Note and Warrant Purchase Agreement dated as of January 12, 2010
(the “ First Omnibus Amendment ”), that certain
Omnibus Second Amendment to Credit Agreement and Fourth Amendment
to Note and Warrant Purchase Agreement dated as of April 23, 2010
(the “Second Omnibus Amendment” ), that
certain Omnibus Third Amendment to Credit Agreement and Fifth
Amendment to Note and Warrant Purchase Agreement dated as of
September 30, 2010 (the “Third Omnibus
Amendment” ), that certain Omnibus Fourth Amendment
to Credit Agreement and Sixth Amendment to Note and Warrant
Purchase Agreement dated as of March 30, 2011 (the
“Fourth Omnibus Amendment” ), that certain
Omnibus Fifth Amendment to Credit Agreement and Seventh Amendment
to Note and Warrant Purchase Agreement dated as of April 7, 2011
(the “Fifth Omnibus Amendment” ) and that
certain Omnibus Sixth Amendment to Credit Agreement and Eighth
Amendment to Note and Warrant Purchase Agreement dated as of
September 29, 2011 (the “ Sixth Omnibus
Amendment” and, collectively, the “
Purchase Agreement ”), pursuant to which, among other
things, Lender purchased that certain Amended and Restated Senior
Secured Convertible Promissory Note dated March 12, 2009 in the
original aggregate principal amount of $5,600,000 (the “
March 2009 Note ”).
B. Pursuant to the
Purchase Agreement, Lender subsequently purchased that certain
Senior Secured Promissory Note dated July 1, 2009 in the original
aggregate principal amount of $1,000,000 (the “ July 2009
Note ” and together with the March 2009 Note, the “
Term Notes ” and each a “ Term Note
”).
C. The
Purchase Agreement and all instruments, documents and agreements
executed in connection therewith, or related thereto, including,
without limitation, the March 2009 Note and the July 2009 Note, are
referred to herein collectively as the “ Purchase
Documents ”.
D. Company and Lender
are also parties to a certain Credit Agreement dated September 4,
2009 (as modified or amended from time to time, including, without
limitation, as amended by the First Omnibus Amendment and the
Second Omnibus Amendment, the “ Credit Agreement
”), pursuant to which, among other things, the Company
executed and delivered to Lender that certain Promissory Note dated
September 4, 2009 in the original aggregate principal amount of
$3,000,000 (as amended by that certain Amended and Restated
Promissory Note dated January 12, 2010 in the
original
aggregate principal amount of $5,000,000 and that certain Amended
and Restated Promissory Note dated as of April 23, 2010 but
effective as of April 7, 2010 in the original aggregate principal
amount of $10,000,000, that certain Amended and Restated
Promissory Note dated as of March 30, 2011 in the original
aggregate principal amount of $15,000,000, and that certain Amended
and Restated Promissory Note dated as of September 29, 2011 in the
original aggregate principal amount of $23,000,000, the “
Revolver Note ” and together with the March 2009 Note
and the July 2009 Note, each a “ Note ” and
collectively, the “ Notes ”).
E. The
Credit Agreement and all instruments, documents and agreements
executed in connection therewith, or related thereto, including,
without limitation, the Revolver Note, are referred to herein
collectively as the “ Credit Documents ” and
together with the Purchase Documents, each a “ Transaction
Document ” and collectively, the “ Transaction
Documents ”.
F. Company has
requested that Lender modify certain definitions, terms and
conditions in the Transaction Documents, and Lender is willing to
do so on the terms and conditions hereafter set forth.
G. All capitalized
terms not otherwise defined herein shall have the meaning ascribed
thereto in the Transaction Documents.
NOW, THEREFORE, with the foregoing Background
incorporated by reference and made a part hereof and intending to
be legally bound, the parties agree as follows:
1. Amendments to
the Transaction Documents . Upon the effectiveness
of this Amendment, Section 1(c) of the Sixth Omnibus Amendment is
hereby deleted and of no further force or effect.
2. Representations
and Warranties . Company represents and warrants to
Lender that:
(a) The Company and
the Guarantors (as applicable) have the requisite corporate power
and authority to enter into and perform this Amendment in
accordance with the terms hereof. The execution,
delivery and performance of this Amendment by the Company and the
co
