Second Allonge to Convertible Revolving Note between Osteotech Entities and Fleet National Bank

Summary

This agreement modifies a previous Convertible Revolving Note dated June 10, 1999, between several Osteotech companies and Fleet National Bank. The main change is that all references to the "Base Rate" in the original note are now replaced with the "Prime Rate" as set by Fleet National Bank. All other terms of the original note remain unchanged. The modification is effective as of September 10, 2001, and is signed by representatives of the involved Osteotech entities.

EX-10.49 13 d50122_ex10-49.txt SECOND ALLONGE TO CONVERTIBLE NOTE Exhibit 10.49 SECOND ALLONGE TO CONVERTIBLE REVOLVING NOTE This modification made this 10th day of September, 2001 to the Convertible Revolving Note dated June 10, 1999, as amended, payable to the order of FLEET NATIONAL BANK, SUCCESSOR IN INTEREST TO SUMMIT BANK ("Note") and to which Note these presents are so firmly affixed as to become a part thereof. Notwithstanding anything to the contrary set forth in the Note, all references to "Base Rate" are hereby amended to refer to the "Prime Rate." The definition of "Base Rate" is deleted and replaced with the following definition of "Prime Rate:" The Prime Rate of Lender means the fluctuating Prime Rate of interest established by Fleet National Bank from time to time whether or not such rate shall be otherwise published. The Prime Rate is established for the convenience of Lender. It is not necessarily Lender's lowest rate. In the event that there should be a change in the Prime Rate of Lender, such change shall be effective on the date of such change without notice to Borrower or any guarantor, endorser or surety. Any such change will not effect or alter any other term or conditions of this Note. Except as specifically modified herein, all of the terms and conditions of the Note 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 Note. 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 E-155 Signatures continued ...... ........................... continuation of signatures to Second Allonge to Convertible Revolving Note Witness: OSTEOTECH, B.V. A Company of The Netherlands /s/ Mark H. Burroughs By: /s/ Michael J. Jeffries - --------------------- ------------------------- MICHAEL J. JEFFRIES Managing Director 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 E-156