FIRST AMENDMENT TO AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT
This First Amendment to
Amended and Restated Loan and Security Agreement (this
“Amendment”) is entered into as of July 30, 2008, by
and between COMERICA BANK (“Bank”) and LYRIS, INC.,
LYRIS TECHNOLOGIES INC., and COMMODORE RESOURCES (NEVADA), INC.
(each a “Borrower” and collectively,
“Borrowers”).
RECITALS
Borrowers and Bank are
parties to that certain Amended and Restated Loan and Security
Agreement dated as of March 6, 2008, as amended from time to time
(the “Agreement”). The parties desire to amend the
Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE,
the parties agree as follows:
1.
Section 6.7(b) of
the Agreement is hereby amended and restated in its entirety to
read as follows:
“(b)
EBITDA . Measured on a rolling three-month basis, EBITDA as
follows (i) measured quarterly, not less than Eight Hundred
Thousand Dollars ($800,000) for the quarterly measuring period
ending March 31, 2008, (ii) measured quarterly, not less than
Negative Four Hundred Thousand Ten Dollars (-$410,000) for the
quarterly measuring period ending June 30, 2008, (iii) measured
quarterly, not less than Two Hundred Fifty Thousand Dollars
($250,000) for the quarterly measuring period ending September 30,
2008, (iv) measured monthly, One Million Five Hundred Thousand
Dollars ($1,500,000) for the monthly measuring periods ending
December 30, 2008 through February 28, 2009, and (v) measured
monthly, Two Million Dollars ($2,000,000) for each monthly
measuring period thereafter.”
2.
Exhibit C to the
Agreement is hereby replaced with Exhibit C attached
hereto.
3. Bank hereby waives
Borrowers’ violation of Section 6.7(b)(ii) of the Agreement
as in effect prior to the date hereof.
4. No course of dealing on the
part of Bank or its officers, nor any failure or delay in the
exercise of any right by Bank, shall operate as a waiver thereof,
and any single or partial exercise of any such right shall not
preclude any later exercise of any such right. Bank’s failure
at any time to require strict performance by a Borrower of any
provision shall not affect any right of Bank thereafter to demand
strict compliance and performance. Any suspension or waiver of a
right must be in writing signed by an officer of Bank.
5. Unless otherwise defined, all
initially capitalized terms in this Amendment shall be as defined
in the Agreement. The Agreement, as amended hereby, shall be and
remain in full force and effect in accordance with its respective
terms and hereby is ratified and confirmed in all respects. Except
as expressly set forth herein, the execution, delivery, and
performance of this Amendment shall not operate as a waiver of, or
as an amendment of, any right, power, or remedy of Bank under the
Agreement, as in effect prior to the date hereof.
6.
Each Borrower
represents and warrants that the Representations and Warranties
contained in the Agreement are true and correct as of the date of
this Amendme
