IMPERIUM ADVISERS, LLC 515 Madison Avenue New York, NY 10022

EX-10.1 2 exhibit10_1.htm exhibit10_1.htm
Exhibit 10.1
 
IMPERIUM ADVISERS, LLC
515 Madison Avenue
New York, NY 10022
 
January 30, 2012
 
Integrated BioPharma, Inc.
225 Long Avenue
Hillside, NJ 07205
 
Re:           Extension of Forbearance Agreement
 
Ladies and Gentlemen:
 
    Reference is made to the Forbearance Agreement, dated as of October 4, 2011 (as amended, the “Forbearance Agreement”), by and between Integrated BioPharma, Inc. (the “Company”) and Imperium Advisers, LLC, in its capacity as collateral agent (in such “Collateral Agent”) for itself and the Investors referred to therein.  Capitalized terms used and not otherwise defined in this letter shall have the meanings ascribed to them in the Forbearance Agreement.
 
    In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby acknowledged, confirmed and agreed that all references in the Forbearance Agreement to “December 31, 2011” are hereby amended to mean “February 7, 2012”.
 
    Furthermore, any interest payments which are due and payable to the Collateral Agent by the Company on or after the date of this letter through February 7, 2012 pursuant to terms of the 8% Senior Secured Notes of Integrated BioPharma, Inc. shall accrue and be due and payable on February 8, 2012.
 
    Except as expressly modified pursuant hereto, no other changes or modifications to the Forbearance Agreement are intended or implied, and in all other respects, the Forbearance Agreement is hereby specifically ratified, restated and confirmed by the parties hereto as of the date hereof.
 
    The effectiveness of this letter agreement shall be subject to the receipt by Collateral Agent of an original (or electronic copy) of this letter agreement duly executed and delivered by the Company.
 
Very truly yours,
 
IMPERIUM ADVISERS, LLC,
                    as Collateral Agent on behalf of Investors
 
By:  /s/ John Michaelson                                       
Name:  John Michaelson
Title:  Manager
 
ACKNOWLEDGED, ACCEPTED AND AGREED:
 
INTEGRATED BIOPHARMA, INC.
 
By:  /s/ Dina L. Masi                                                 
Name:  Dina L. Masi                            
Title:  CFO