FIRST AMENDMENT TO LOAN AGREEMENT
Exhibit
10.1
FIRST
AMENDMENT
TO
This
First Amendment to Loan Agreement is entered into as of October 18, 2007 (the
“Amendment”), by and between AGILITY CAPITAL, LLC (“Agility”) and NORTH AMERICAN
SCIENTIFIC, INC. (“Borrower”).
RECITALS
Borrower
and Agility are parties to that certain Loan Agreement dated as of September
21,
2007 (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. Total
Credit Amount
Total Credit Amount is increased to $1,000,000.
2. Advances
and Payments.
Section 1 (a) Advances
is
hereby modified in full as follows:
(a)
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Advances.
Borrower may request one or more advances (each, an “Advance” and
collectively, the “Advances”) on a revolving basis, up to the following
maximum outstanding amounts:
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(i)
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Advance
in the principal amount of up to $500,000 upon the execution of all
original loan documents.
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(ii)
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Advance
of up to $500,000 upon the completion of this First Amendment to
Loan
Agreement.
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3. On
the
date hereof, Borrower shall deliver a Warrant to Purchase Stock to Lender in
substantially the form attached, in exchange for Lender’s returning to Borrower
the Warrant to Purchase Stock dated September 21, 2007.
4. Notwithstanding
anything to the contrary in the Agreement, Agility hereby consents to the
Borrower incurring up to $500,000 of subordinated unsecured indebtedness to
Xxxx
Xxxxxx or an entity owned or controlled by him (“Xxxxxx”), provided that Xxxxxx
executes and delivers to Agility, on
Agility’s standard form with such changes thereto as are acceptable to Agility
in its good faith business judgment, a subordination agreement pursuant
to which the debt owed by Borrower to Xxxxxx will be subordinated to the debt
owed to Agility.
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 Agility
under
the Agreement, as in effect prior to the date hereof. Borrower ratifies and
reaffirms the continuing effectiveness of all instruments, documents and
agreements entered into in connection with the Agreement.
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6. 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 no
Event of Default has occurred and is continuing.
7. 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.
8. As
a
condition to the effectiveness of this Amendment, Agility shall have received,
in form and substance satisfactory to Agility, the following:
a.
|
this
Amendment, duly executed by
Borrower;
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b.
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a
Warrant to Purchase Stock in substantially the form
attached;
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c.
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Corporate
Resolutions to Borrow;
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d. |
payment
of a loan modification and extension fee of $10,000, due and payable
on
execution of this agreement; and
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e. |
such
other documents, and completion of such other matters, as Agility
may
reasonably deem necessary or
appropriate.
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In
Witness Whereof,
the
undersigned have executed this Amendment as of the first date above
written.
NORTH
AMERICAN SCIENTIFIC, INC.
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By:
/s/Xxxxx X.
Xxxxxxxx
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Title:
Sr. V.P. & Chief Financial
Officer
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AGILITY
CAPITAL, LLC
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By:
/s/Xxxxxx
Xxxxx
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Title:
Chief Credit
Officer
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