EX-10.1






AMENDMENT NO. 5

TO

LOAN AND SECURITY AGREEMENT WITH LIMITED WAIVER




THIS AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT WITH LIMITED WAIVER (this “Amendment”) is
entered into this 1st day of August, 2006, by and between Silicon Valley Bank (“Bank”)
and Sipex Corporation, a Delaware corporation (“Borrower”) whose address is 233 South Hillview
Drive, Milpitas, California 95035.



Recitals




A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of
July 21, 2005 (as the same may from time to time be further amended, modified, supplemented or
restated, the “Loan Agreement”).



B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.



C. Borrower has requested that Bank waive compliance with a covenant and amend the Loan
Agreement to make certain revisions to the Loan Agreement as more fully set forth herein.



D. Bank has agreed to so waive and amend certain provisions of the Loan Agreement, but only to
the extent, in accordance with the terms, subject to the conditions and in reliance upon the
representations and warranties set forth below.



Agreement




Now, Therefore, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:



1. Definitions. Capitalized terms used but not defined in this Amendment shall have the
meanings given to them in the Loan Agreement.



2. Amendments to Loan Agreement.



2.1 Section 2.3 (Interest Rate). The first sentence of Section 2.3(a) is amended in its
entirety to read as follows: “Advances accrue interest on the outstanding balance at a per annum
rate equal to the Prime Rate.”



2.2 Section 6.7 (Financial Covenants). Section 6.7(b) is amended in its entirety to read as
follows:




“(b) Intentionally deleted.”



2.3 Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(d) is
amended in its entirety to read as follows: “Promptly, but in any event within 30 days after the
last day of each month, Borrower shall provide to Bank (i) a detailed aging of its accounts
receivable and accounts payable, and (ii) a Borrowing Base Certificate signed by a Responsible
Officer.



2.4 Section 13 (Definitions). The following definition set forth in Section 13.1 is amended in
its entirety and replaced with the following:



“Revolving Maturity Date” is September 30, 2006.



2.5 Section 13 (Definitions). The definition of “Tangible Net Worth” set forth in Section 13.1
and are references thereto are deleted in their entirety.



2.6 Exhibits to the Loan Agreement. Exhibit C (Compliance Certificate) is deleted and
replaced with the form attached hereto as Exhibit A.



3. Limited Waiver. Bank hereby waives Borrower’s compliance with the financial covenant
contained in Section 6.7(b) (Tangible Net Worth) for the periods ended April 1, 2006 and July 1,
2006 only. Furthermore, notwithstanding the maturity of the Loan Agreement on the Revolving
Maturity Date (as defined prior to this Amendment), the parties hereto agree that the Loan
Agreement has not terminated, but remains in full force and effect, and the rights and obligations
of Bank and Borrower thereunder continue without interruption.




4. Limitation of Amendments and Waiver.



4.1 The amendments and waiver set forth in Sections 2 and 3, above, are effective for the
purposes set forth herein and shall be limited precisely as written and shall not be deemed to
(a) be a consent to any amendment, waiver or modification of any other term or condition of any
Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have
in the future under or in connection with any Loan Document.



4.2 This Amendment shall be construed in connection with and as part of the Loan Documents and
all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan
Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full
force and effect.



5. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower
hereby represents and warrants to Bank as follows:



5.1 Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the
date hereof (except to the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date), and (b) no Event of Default has occurred and
is continuing;



5.2 Borrower has the power and authority to execute and deliver this Amendment and to perform
its obligations under the Loan Agreement, as amended by this Amendment;



5.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain
true, accurate and complete and have not been amended, supplemented or restated and are and
continue to be in full force and effect;



5.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, have been duly
authorized;



5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not
contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual
restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or
other governmental or public body or authority, or subdivision thereof, binding on Borrower, or
(d) the organizational documents of Borrower;



5.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, do not require any
order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on either Borrower, except as already has been obtained or made; and



5.7 This Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or
other similar laws of general application and equitable principles relating to or affecting
creditors’ rights.



6. Counterparts. This Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument.



7. Effectiveness. This Amendment shall be deemed effective upon the due execution and
delivery to Bank of this Amendment by each party hereto.



[Signature page follows.]





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In Witness Whereof, the parties hereto have caused this Amendment to be duly executed
and delivered as of the date first written above.



	 	 	 
	BANK	 	BORROWER
	Silicon Valley Bank

By:   /s/ Ray Aguilar

Name:  Ray Aguilar

Title:   Relationship Manager

	 	Sipex Corporation

By:   /s/ Clyde R. Wallin

Name:  Clyde R. Wallin

Title:   CFO
	 

	 	







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EXHIBIT A




EXHIBIT C




COMPLIANCE CERTIFICATE




	 	 	 
	TO:

FROM:

	 	SILICON VALLEY BANK

3003 Tasman Drive

Santa Clara, CA 95054

Sipex Corporation






The undersigned authorized officer (“Officer”) of Sipex Corporation (“Borrower”) certifies
that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank
(the “Agreement”), (i) Borrower is in complete compliance for the period ending      
with all required covenants except as noted below, and (ii) all representations and warranties in
the Agreement are true and correct in all material respects on this date. In addition, the Officer
certifies that Borrower and each Subsidiary (i) has timely filed all required tax returns and paid,
or made adequate provision to pay, all material taxes, except those being contested in good faith
with adequate reserves under GAAP and (ii) does not have any legal actions pending or threatened
against Borrower or any Subsidiary of which Borrower has not notified Bank in accordance with
Section 6.2 of the Agreement. Attached are the required documents supporting the certifications
contained herein. The Officer certifies that these are prepared in accordance with GAAP
consistently applied from one period to the next except as explained in an accompanying letter or
footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of
determination that Borrower is not in compliance with any of the terms of the Agreement, and that
compliance is determined not just at the date this certificate is delivered.



Please indicate compliance status by circling Yes/No under “Complies” column.




	 	 	 	 	 	 	 
	Reporting Covenant	 	Required	 	Complies
	Compliance Certificate

	 	With 10Q, 10K and monthly

financial statements
	 	Yes



	 	No



	 
	 	 	 	 	 	 
	Monthly Financial Statements

	 	Monthly within 30 days
	 	Yes
	 	No
	 
	 	 	 	 	 	 
	10Q, 10K (Audited)

	 	Within 5 days of issuance (at

7/01/05, company prepared

financial statements).

Thereafter, financial

statements prepared by

outside accountants, until

SEC filings are timely made)
	 	Yes













	 	No













	 
	 	 	 	 	 	 
	A/R and A/P Aging Report

and Borrowing Base

Certificate

	 	



Monthly within 30 days
	 	



Yes
	 	



No
	 
	 	 	 	 	 	 
	Cash Holding Report and

Deferred Revenue Report

	 	

Monthly within 30 days
	 	

Yes
	 	

No
	 
	 	 	 	 	 	 
	Annual Forecast

	 	Annually within 45 days of FYE
	 	Yes
	 	No
	 
	 	 	 	 	 	 
	Budgets, sales projections,

operating plans, or other

financial information as

Lender may request

	 	





Promptly after Lender requests
	 	





Yes
	 	





No






	 	 	 	 	 	 	 	 	 
	Financial Covenant	 	Required	 	Actual	 	Complies
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Maintain (at month end):

	 	

	 	

	 	

	 	

	 
	 	 	 	 	 	 	 	 
	Minimum Liquidity Ratio

	 	1.5:1.00
	 	     :1.00
	 	Yes
	 	No
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Maintain (at quarter end):

	 	

	 	

	 	

	 	

	 
	 	 	 	 	 	 	 	 
	Borrower has deposit

accounts located at the

following institutions

only: Silicon Valley

Bank,

     

     

	 	













	 	













	 	













	 	



















	 	 	 
	 	 	BANK USE ONLY
	Comments Regarding

	 	Received by:
	Exceptions: See

Attached.

	 	AUTHORIZED SIGNER

Date:
	Sincerely,

	 	Verified:
	Sipex Corporation

Signature

	 	AUTHORIZED SIGNER

Date:
	Title

	 	Compliance Status: Yes No
	
 
	 	 
	 
	 	 
	Date

	 	

	 
	 	 







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