Second Allonge to Loan and Security Agreement between Osteotech Entities and Fleet National Bank

Summary

This agreement modifies a previous Loan and Security Agreement between several Osteotech companies and Fleet National Bank. It increases the available revolving loan to $5 million for working capital and construction, with an option to extend repayment. It also allows up to $17 million in loans for equipment and project costs, with advances up to 80% of costs based on submitted invoices. All other terms of the original agreement remain in effect. The agreement is signed by representatives of all parties involved.

EX-10.41 6 d25296_ex10-41.txt SECOND ALLONGE TO LOAN AND SECURITY AGREEMENT Exhibit 10.41 SECOND ALLONGE TO LOAN AND SECURITY AGREEMENT This modification made this 8th day of March, 2001 to the Loan and Security Agreement ("Agreement") effective June 10, 1999, as amended, between OSTEOTECH, INC., a Delaware Corporation; OSTEOTECH INVESTMENT CORPORATION, a New Jersey Corporation; CAM IMPLANTS, INC., a Colorado Corporation; OSTEOTECH, B.V., H.C. IMPLANTS, B.V., CAM IMPLANTS, B.V., OSTEOTECH/CAM SERVICES, B.V., each a Company of The Netherlands; and OST DEVELOPPEMENT, a Corporation of France (jointly and severally "Borrower") and FLEET NATIONAL BANK, Successor in Interest to Summit Bank ("Lender") and to which Agreement these presents are so firmly affixed as to become a part thereof. Notwithstanding anything to the contrary set forth in the Agreement, the Agreement is hereby amended as follows: 1. Section 1.1 is hereby amended to read as follows: 1.1(a) Lender agrees to provide, at one time or from time to time, at the request of the Borrower, loans to Osteotech, Inc. in an aggregate amount up to Five Million Dollars ($5,000,000.00) on a revolving loan basis ("Loan I") for the purpose of working capital and capital expenditures and costs related to the construction of an approximate 65,000 square foot addition (the "Project") to real property and improvements located at 201 Industrial Way West, Eatontown, New Jersey (the "Property"). Loan I is to be payable on the earlier of (i) May 31, 2002 or (ii) upon a Default. 1.1(b) In the absence of Default, the Borrower has the option to extend the term of Loan I for an additional four (4) year term commencing on May 31, 2002, exercisable by written notice to Lender, not less than thirty (30) days prior thereto. If such option is so exercised, the outstanding balance of Loan I becomes repayable in forty-eight (48) equal monthly installments of principal, together with accrued interest. 2. Section 1.3(a) is hereby amended to read as follows: E-34 1.3(a) Lender agrees to provide to Borrower loans in an aggregate amount up to Seventeen Million ($17,000,000.00) Dollars during a period not to exceed twenty-seven (27) months following the date hereof for the purpose of financing equipment purchases, clean-rooms, other costs related to the Project and other capital expenditures in the United States with advances of up to 80% of the cost thereof based upon the submission by Borrower to Lender of invoices therefor in form reasonably satisfactory to Lender ("Loan III"). Interest only will be paid on a monthly basis during the draw-down period of twenty-seven (27) months from the date hereof. Except as specifically modified herein, all of the terms and conditions of the Agreement, and the certificates and other documents executed in connection therewith, shall remain in full force and effect and any term in initial capitals and not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. Witness: OSTEOTECH, INC. A Delaware Corporation /s/ Mark H. Burroughs By: /s/ Michael J. Jeffries - - --------------------- ------------------------ MICHAEL J. JEFFRIES Executive Vice President Witness: OSTEOTECH INVESTMENT CORPORATION A New Jersey Corporation /s/ Mark H. Burroughs By: /s/ Michael J. Jeffries - - --------------------- ------------------------ MICHAEL J. JEFFRIES Executive Vice President Witness: CAM IMPLANTS, INC. A Colorado Corporation /s/ Mark H. Burroughs By: /s/ Michael J. Jeffries - - ----------------- ------------------------ MICHAEL J. JEFFRIES Chief Financial Officer Signatures continued ...... E-35 .... continuation of signatures to Second Allonge to Loan and Security Agreement Witness: H.C. IMPLANTS, B.V. A Company of The Netherlands /s/ Mark H. Burroughs By: /s/ Michael J. Jeffries - - --------------------- ------------------------ MICHAEL J. JEFFRIES Managing Director Witness: CAM IMPLANTS, B.V. A Company of The Netherlands /s/ Mark H. Burroughs By: /s/ Michael J. Jeffries - - --------------------- ------------------------ MICHAEL J. JEFFRIES Managing Director Witness: OSTEOTECH/CAM SERVICES, B.V. A Company of The Netherlands /s/ Mark H. Burroughs By: /s/ Michael J. Jeffries - - --------------------- ------------------------ MICHAEL J. JEFFRIES Managing Director Witness: OST DEVELOPPEMENT A Corporation of France /s/ Mark H. Burroughs By: /s/ Michael J. Jeffries - - --------------------- ------------------------ MICHAEL J. JEFFRIES Managing Director FLEET NATIONAL BANK Successor in Interest to Summit Bank By: /s/ David M. Nilsen ------------------------ David M. Nilsen Vice President E-36