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THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Security Agreement

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT | Document Parties: COMMODORE RESOURCES (NEVADA), INC | LYRIS, INC, LYRIS TECHNOLOGIES INC You are currently viewing:
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COMMODORE RESOURCES (NEVADA), INC | LYRIS, INC, LYRIS TECHNOLOGIES INC

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Title: THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Date: 6/22/2009
Industry: Software and Programming     Sector: Technology

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, Parties: commodore resources (nevada)  inc , lyris  inc  lyris technologies inc
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THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

      This Third Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of June 19, 2009, 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 including by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of July 30, 2008 and that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 31, 2008 (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. The following defined terms in Section 1.1 of the Agreement are amended and restated in their entirety as follows:

           “Revolving Maturity Date” means January 31, 2011.

           “Term Loan Maturity Date” means January 31, 2011.

      2. Section 2.3(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

           “(a) Interest Rates for Credit Extensions . Except as set forth in Section 2.3(b), the Credit Extensions shall bear interest, on the outstanding daily balance thereof, as set forth in the Prime Referenced Rate Addendum to Amended and Restated Loan & Security Agreement attached as Exhibit D .”

      3. Section 2.5(d) of the Agreement is hereby amended and restated in its entirety to read as follows:

           “(d) Facility Fee . On June 30, 2009, a facility fee in the amount of Forty Five Thousand Dollars ($45,000).”

      4. Exhibit D to the Agreement is hereby replaced with Exhibit D attached hereto.

      5. 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.

      6. 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.

      7. Each Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that except as waived hereby, no Event of Default has occurred and is continuing.

      8. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

-1-


           (a) this Amendment, duly executed by each Borrower;

           (b) all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrowers’ accounts; and

           (c) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

      9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

2


      IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

LYRIS, INC.  

 

By:  

/s/ Luis Rivera  

 

Title:  

Chief Executive Officer  

  

 

LYRIS TECHNOLOGIES INC.  

 

By:  

/s/ Luis Rivera  

 

Title:

Chief Executive Officer  

  

 

COMMODORE RESOURCES (NEVADA), INC.  

 

 

By:  

/s/ Luis Rivera  

 

 

Title:

Asst. Secretary  

 

   

COMERICA BANK  

 

By:  

/s/ Kim Crosslin  

 

 

Title:

Vice President  

 

[Signature Page to Third Amendment to Amended and Restated Loan & Security Agreement]

3


EXHIBIT D

      Prime Referenced Rate Addendum To Amended and Restated Loan and Security Agreement

      This Prime Referenced Rate Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of June 19, 2009, by and between Comerica Bank (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC., and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”). This Addendum supplements the terms of the Amended and Restated Loan and Security Agreement dated as of March 6, 2008, as amended from time to time including by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of July 30, 2008, that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 31, 2008 and that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of June 19, 2009 (as the same may be amended, modified, supplemented, extended or restated from time to time, collectively, the “Agreement”).

1. Definitions . As used in this Addendum, the following terms shall have the following meanings. Initially capitalized terms used and not defined in this Addendum shall have the meanings ascribed thereto in the Agreement.

      a. “Applicable Margin” means a rate per annum based upon Borrowers’ most recently reported Total Leverage Ratio in accordance with Section 6.7(c) of the Agreement as follows:

Total Leverage Ratio

Applicable Margin

Less than or equal to 1.00 to 1.00

1.75%

Greater than 1.00 to 1.00

2.00%

 

      b. “Business Day” means any day, other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State statute or regulation, on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in San Jose, California, and, in respect of notices and determinations relating the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar deposits are also carried on in the London interbank market and on which banks are open for business in London, England.

      c. “Daily Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is equal to the quotient of the following:

           

(1)

     

for any day, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (California time) (or as soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Ma


 
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