EXHIBIT 10.1


AMENDMENT No. 1 TO CREDIT AGREEMENT


                     THIS AMENDMENT No. 1 TO CREDIT AGREEMENT (this “Amendment”) is made effective as of March 8, 2005, by and between Neose Technologies, Inc. (the “Borrower”) and Brown Brothers Harriman & Co. (the “Bank”).


BACKGROUND


          A.     Pursuant to a Credit Agreement dated as of January 30, 2004, by and between the Bank and the Borrower (as amended from time to time, including by this Amendment, the “Credit Agreement”), the Bank agreed, inter alia, to provide to the Borrower a credit facility in the maximum aggregate principal amount of $9,000,000 (the “Loan”).


          B.     The Borrower has requested that the Bank modify certain covenants to permit the Borrower’s financing of its insurance policy premiums, and the Lender has agreed to such modifications under the terms and conditions herein set forth. 


          C.     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

	
   
  	
  
1.     Definitions.
  
	
  
 
  	
  
 
  
	
  
                             (a)     Generally.  Capitalized terms not otherwise defined   herein will have the respective meanings ascribed thereto in the Credit   Agreement.
  
	
  
 
  	
  
 
  
	
  
                             (b)     Additional   Definition.  The following   definition is hereby added to Section 1.1 of the Credit Agreement to read in   its entirety as follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
                  “Amendment”   means the Amendment No. 1 to Credit Agreement, dated as of March 8, 2005, by   and between the Bank and the Borrower.
  
	
  
 
  	
  
 
  
	
   
  	
  
2.     Amendments.
  
	
  
 
  	
  
 
  
	
  
                             (a)     Section   5.11(c) of the Credit Agreement is hereby amended as follows:
  
	
  
 
  	
  
 
  
	
  
                                       (i)      the   word “and” is hereby deleted from the end of clause (4) thereof;
  
	
  
 
  	
  
 
  
	
  
                                       (ii)     a   new clause (5) is hereby inserted immediately following clause (4), to read   in its entirety as follows:
  
	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
        “(5)   indebtedness incurred annually in connection with the financing of the   Borrower’s insurance policy premiums, in an annual maximum principal amount   not to exceed $1,000,000 and for a period not to exceed twelve (12) months;   and”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
                                       (iii)   existing   clause (5) thereof is hereby renumbered as clause (6).
  








	
  
                              (b)     Section   5.11(e) of the Credit Agreement is hereby amended and restated in its   entirety to read as follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
     “(e) Encumbrances.  Either (i) enter into an agreement with   any entity (other than Bank) not to pledge, encumber or otherwise grant a   lien or security interest upon any of its property or assets, or (ii) create,   incur, assume or suffer to exist any mortgage, lien, security interest,   restriction or encumbrance with respect to any of its property or assets,   including, but not limited to, the Collateral, the Mortgaged Property, the   Intellectual Property and the Liquidity, other than (A) Permitted Liens and   (B) liens on insurance policies financed pursuant to Section 5.11(c)(5)   hereof, which liens attach only to the policies being financed, and only for   the unpaid balance (including interest and financing charges) of the amounts   financed thereunder.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.     Representations   and Warranties.  The Borrower   hereby represents and warrants to the Bank that:
  
	
  
 
  	
  
 
  
	
  
                             (a)     Representations.  Each of the representations and warranties   of the Borrower contained in the Credit Agreement are true, accurate and   correct on and as of the date hereof as if made on and as of the date hereof   (other than those made as of a specific date, which representations and   warranties shall be true and correct as of such date);
  
	
  
 
  
	
  
                             (b)     Power   and Authority.  The Borrower has   the power and authority under the law of its state of incorporation and under   its articles of incorporation and bylaws to enter into and perform this   Amendment; and all corporate actions    necessary or appropriate for the execution and performance by the   Borrower of this Amendment have been taken and, upon its execution, the   Credit Agreement, as amended by this Amendment, constitutes the valid and   binding obligations of the Borrower, enforceable in accordance with its   terms;
  
	
   
  
	
  
                             (c)     No   Violations of Law or Agreements.    The making and performance of this Amendment will not violate any   provisions of any law or regulation, federal, state or local, or the articles   of incorporation or bylaws of the Borrower, or result in any breach or   violation of, or constitute a default or require the obtaining of any consent   under, any agreement or instrument by which the Borrower or its property may   be bound;
  
	
  
 
  
	
  
                             (d)     No   Default.  After giving effect to   this Amendment, no Default or Event of Default (as defined in the Credit   Agreement) has occurred and is continuing; and
  
	
  
 
  
	
  
                             (e)     No   Material Adverse Change.  There   has been no material adverse change in the financial condition of the   Borrower since the date of, and as reflected in, the financial statements of   the Borrower most recently delivered to the Bank.
  
	
  
 
  	
  
 
  
	
   
  	
  
4.     Additional   Covenants and Agreements.  The   Borrower does hereby:
  
	
  
 
  	
  
 
  
	
  
                             (a)     ratify,   confirm and acknowledge that the Credit Agreement, as amended, continues to   be and is valid, binding and in full force and effect;
  
	
  
 
  
	
  
                             (b)     covenant   and agree to perform all obligations of the Borrower contained herein and   under the Credit Agreement, as amended;
  




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                             (c)     acknowledge   and agree that, as of the date hereof, the Borrower does not have any   defense, set-off, counterclaim or challenge against the payment of any sums   owing under the Credit Agreement or the enforcement of any of the terms of   the Credit Agreement, as amended;
  
	
   
  
	
  
                             (d)     acknowledge   and agree that nothing contained herein and no actions taken pursuant to the   terms hereof is intended to constitute a novation of the Credit Agreement and   does not constitute a release, termination or waiver of any of the rights or   remedies granted to the Bank therein, which rights and remedies are hereby   ratified, confirmed, extended and continued; and
  
	
  
 
  
	
  
                             (e)     acknowledge   and agree that the Borrower’s failure to comply with or perform any of its   covenants, agreements or obligations contained in this Amendment shall   constitute an Event of Default under the Credit Agreement.
  
	
  
 
  	
  
 
  
	
  
                    5.      Conditions   to Effectiveness of Amendment.    This Amendment shall be effective upon the Bank’s receipt of this   Amendment, duly executed by the Borrower and the Bank.
  
	
  
 
  	
  
 
  
	
  
                    6.      Inconsistencies.  To the extent of any inconsistency between   the terms, conditions and provisions of this Amendment and the terms,   conditions and provisions of the Credit Agreement, the terms, conditions and   provisions of this Amendment shall prevail.    All terms, conditions and provisions of the Credit Agreement not   inconsistent herewith shall remain in full force and effect and are hereby   ratified and confirmed by the Borrower.
  
	
   
  	
  
 
  
	
  
                    7.      Construction.  All references to the Credit Agreement   therein shall be deemed to be a reference to the Credit Agreement as amended   by this Amendment.
  
	
  
 
  	
  
 
  
	
  
                    8.      Binding   Effect.  This Amendment shall be   binding upon and inure to the benefit of the parties hereto and their   respective successors and assigns.
  
	
  
 
  	
  
 
  
	
  
                    9.      Governing   Law.  This Amendment shall be   governed by and construed in accordance with the laws of the Commonwealth of   Pennsylvania without reference to its choice of law doctrines.
  
	
  
 
  	
  
 
  
	
  
                    10.    Headings.  The headings of the sections of this   Amendment are inserted for convenience only and shall not be deemed to   constitute a part of this Amendment.
  
	
   
  	
  
 
  
	
  
                    11.    Counterparts.  This Amendment may be executed in any   number of counterparts with the same effect as if all of the signatures on   such counterparts appeared on one document and each counterpart shall be deemed   an original.
  




[signature page follows]


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          IN WITNESS WHEREOF, the parties hereto by their respective duly authorized officers, have executed this Amendment No. 1 as of the date first above written.

	
  
ATTEST:
  	
  
 
  	
  
NEOSE   TECHNOLOGIES, INC.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  By:
  	
  
/s/ DEBRA J. POUL
  	
  
 
  	
  
By:
  	
  
/s/ A. BRIAN DAVIS
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  


  
	
  
Name:
  	
  
Debra J. Poul
  	
  
 
  	
  
Name:
  	
  
A. Brian Davis
  
	
  
Title:
  	
  
SVP, General Counsel and Secretary
  	
  
 
  	
  
Title:
  	
  
Senior Vice President and Chief Financial Officer
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
[CORPORATE SEAL]
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
BROWN   BROTHERS HARRIMAN   & CO.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
   
  	
   
  	
  By: 
  	
  /s/ J. CLARK O’DONOHUE
  
	
   
  	
   
  	
   
  	
   
  	
  


  
	
   
  	
   
  	
   
  	
  Name:  
  	
  J. Clark O’Donohue
  
	
   
  	
   
  	
   
  	
  Title:  
  	
  Managing Director
  



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