Exhibit 10.55


 





AMENDMENT NO. 3 TO CREDIT AND SECURITY
AGREEMENT 


AND LIMITED CONSENT


 


THIS
AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made as of this
30th day of April, 2015, by and among TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“TCHI”),
TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“TCC”), TWINLAB HOLDINGS, INC., a Michigan
corporation, ISI BRANDS INC., a Michigan corporation, TWINLAB CORPORATION, a Delaware corporation, NUTRASCIENCE
LABS, INC., a Delaware corporation (formerly known as TCC CM Subco I, Inc.), and NUTRASCIENCE LABS IP CORPORATION, a
Delaware corporation (formerly known as TCC CM Subco II, Inc.) (each
of the foregoing Persons being referred to herein individually as a “Borrower”, and collectively as “Borrowers”),
and MIDCAP FUNDING X TRUST, a Delaware statutory trust, as successor-by-assignment from MidCap Financial Trust (as Agent
for Lenders, “Agent”, and individually, as a Lender), and the other financial institutions or other entities
from time to time parties to the Credit Agreement referenced below, each as a Lender.


 


RECITALS


 


A.Pursuant to that certain
Credit and Security Agreement dated as of January 22, 2015 by and among Borrowers, Agent and Lenders (as amended by that certain
Amendment No. 1 to Credit and Security Agreement and Limited Consent dated as of February 4, 2015, by that certain Amendment No.
2 to Credit and Security Agreement dated as of April 7, 2015, as further amended hereby and as it may be further amended, modified
and restated from time to time, the “Credit Agreement”), Agent and Lenders agreed to make available to Borrowers
a secured revolving credit facility in a principal amount of up to $15,000,000 from time to time (as amended, modified, supplemented,
extended and restated from time to time, collectively, the “Loans”). Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings set forth in the Credit Agreement.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrowers hereby agree as follows:


 


1.Recitals.  This
Amendment shall constitute a Financing Document and the Recitals set forth above shall be construed as part of this Amendment as
if set forth fully in the body of this Amendment.


 


2.Limited
Consent for JL Properties Reimbursement Agreement.  At the request of and as an accommodation to Borrowers and subject
to the strict compliance with the terms, conditions and requirements set forth herein (including, without limitation, satisfaction
of each of the conditions set forth in Section 7 below), Agent and Lenders hereby consent to the JL Properties Reimbursement Agreement
(as defined below) and the First Tower Central Letter of Credit (as defined below). The limited consent set forth in this
Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed
to (a) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the
Credit Agreement or of any other Financing Document; (b) prejudice any right that Agent or the Lenders have or may have in the
future under or in connection with the Credit Agreement or any other Financing Document; (c) waive any Event of Default that exists
as of the date hereof; or (d) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent
or any Lender, on the other hand.


 


3.Amendment to Credit Agreement.



 


(a)               
Section 1.1 – Additional Defined Terms. Section 1.1 of the Credit Agreement is hereby amended to add the following
defined terms in their alphabetical order:


 


“First
Central Tower Letter of Credit” shall mean that certain Letter of Credit to be issued by Wells Fargo Bank, National Association
or such other letter of credit issuer as permitted under the Florida Lease, as issuing bank for the account of JL Properties, Inc.
to be provided to First Central Tower, Limited Partnership or its mortgagee for the benefit of TCC and Parent, in a principal amount
of $1,000,000 as a security deposit for, and in connection with, the Florida Lease on terms and conditions satisfactory to Agent.


 






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“JL
Properties Reimbursement Agreement” means that certain Reimbursement Agreement by and among JL Properties, Inc., TCC
and Parent, on terms and conditions satisfactory to Agent. All indebtedness, obligations, and liabilities owing under the JL Properties
Reimbursement Agreement shall be subject to a Subordination Agreement with the Agent.


 


(b)              
Section 1.1 – Definition of Permitted Debt. The defined term “Permitted Debt” in Section 1.1 of
the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“Permitted
Debt” means: (a) Borrowers’ and its Subsidiaries’ Debt to Agent and each Lender under this Agreement
and the other Financing Documents; (b) Debt incurred as a result of endorsing negotiable instruments received in the Ordinary
Course of Business; (c) purchase money Debt with respect to equipment, Debt listed on Schedule 5.1, and such other Debt (other
than the Essex Lease) not to exceed $3,000,000 at any time (whether in the form of a loan or a Capital Lease) used solely to acquire
equipment used in the Ordinary Course of Business and secured only by such equipment; (d) Debt existing on the date of this
Agreement and described on Schedule 5.1 and any Refinancing Debt; (e) Debt in the form of insurance premiums financed
through the applicable insurance company; (f) trade accounts payable arising and paid on a timely basis and in the Ordinary
Course of Business; (g) Subordinated Debt, (h) the Essex Lease; (i) the Nutricap Seller Notes and (j) the JL Properties Reimbursement
Agreement.


 


4.Confirmation
of Representations and Warranties; Reaffirmation of Security Interest.  Each Borrower hereby (a) confirms that all of the
representations and warranties set forth in the Credit Agreement are true and correct with respect to such Borrower as of the date
hereof, and (b) covenants to perform its respective obligations under the Credit Agreement. Each Borrower confirms and agrees
that all security interests and Liens granted to Agent continue in full force and effect, and all Collateral remains free and clear
of any Liens, other than those granted to Agent and Permitted Liens. Nothing herein is intended to impair or limit the validity,
priority or extent of Agent’s security interests in and Liens on the Collateral. 


 


5.Enforceability. 
This Amendment constitutes the legal, valid and binding obligation of each Borrower, and is enforceable against each Borrower in
accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws
relating to the enforcement of creditors’ rights generally and by general equitable principles.


 






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6. Costs and Fees.
Borrowers shall be responsible for the payment of all reasonable costs and fees of Agent’s counsel incurred in connection
with the preparation of this Amendment and any related documents. If Agent or any Lender uses in-house counsel for any of these
purposes, Borrowers further agree that the Obligations include reasonable charges for such work commensurate with the fees that
would otherwise be charged by outside legal counsel selected by Agent or such Lender for the work performed. Borrowers hereby authorize
Agent to deduct all of such fees set forth in this Section 6 from the proceeds of one or more Revolving Loans made under the Credit
Agreement.


 


7. Conditions to Effectiveness.
This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (the “Effective
Date”):


 


(a)  Borrowers shall have delivered to Agent this Amendment, duly executed by an authorized officer of each Borrower;


 


(b)[Reserved.];


 


(c)all representations and warranties
of Borrowers contained herein shall be true and correct in all material respects as of the Effective Date (and such parties’
delivery of their respective signatures hereto shall be deemed to be its certification thereof);


 


(d)[Reserved.];


 


(e)Agent shall have received from
Borrowers of all of the fees owing pursuant to this Amendment and Agent’s reasonable out-of-pocket legal fees and expenses;


 


(f)Borrowers shall have delivered
to Agent fully executed copies of the JL Properties Reimbursement Agreement and a Subordination Agreement with respect to all indebtedness,
obligations, and liabilities owing under the JL Properties Reimbursement Agreement.


 






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8.Release. Each Borrower,
voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all
of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of their
respective current and former directors, officers, shareholders, agents, and employees (collectively, “Releasing Parties”),
does hereby fully and completely release, acquit and forever discharge each Indemnitee of and from any and all actions, causes
of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever,
at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known
or unknown that the Releasing Parties (or any of them) has against the Indemnitees (or any of them) that directly or indirectly
arise out of, are based upon or are in any manner connected with any Prior Related Event. “Prior Related Event”
means any transaction, event, circumstance, action, failure to act, occurrence of any type or sort, whether known or unknown, which
occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of (a) any of the terms
of this Amendment or any other Financing Document, (b) any actions, transactions, matters or circumstances related hereto
or thereto, (c) the conduct of the relationship between any Indemnitee and any Borrower, or (d) any other actions or
inactions by any Indemnitee, all on or prior to the Effective Date. Each Borrower acknowledges that the foregoing release is a
material inducement to Agent’s and Lender’s decision to enter into this Amendment and to agree to the modifications
contemplated hereunder.


 


9.No Waiver
or Novation. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this
Amendment, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision of the Credit Agreement,
the Financing Documents or any other documents, instruments and agreements executed or delivered in connection with any of the
foregoing. Nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the
Credit Agreement or other Financing Documents or any of Agent’s rights and remedies in respect of such Defaults or Events
of Default. This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall
it be construed as, a novation of the Credit Agreement.


 


10. Affirmation.
Except as specifically amended pursuant to the terms hereof, the Credit Agreement and all other Financing Documents (and all covenants,
terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in all respects
by Borrowers. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement
(as amended hereby) and the Financing Documents, notwithstanding any prior course of conduct, waivers, releases or other actions
or inactions on Agent’s or any Lender’s part which might otherwise constitute or be construed as a waiver of or amendment
to such terms, covenants and conditions.


 


11.Post-Closing
Obligations. On or before May 1, 2015, Borrowers shall deliver to Agent a copy of the fully executed First Tower Central
Letter of Credit in the form attached to the JL Properties Reimbursement Agreement and the Warrants (as defined in the JL Properties
Reimbursement Agreement and in the form attached thereto).


 






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12.Miscellaneous.


 


(a)Reference
to the Effect on the Credit Agreement.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import
shall mean and be a reference to the Credit Agreement, as amended by this Amendment. Except as specifically amended above, the
Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain
in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers.


 


(b)Incorporation
of Credit Agreement Provisions. The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission
to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same
extent as if reproduced herein in their entirety.


 


(c)Headings. Section headings
in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.


 


(d)Counterparts. This Amendment
may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. Signatures by facsimile or by electronic mail delivery of an electronic version (e.g.,
..pdf or .tif file) of an executed signature page shall be treated as delivery of an original and shall bind the parties hereto.
This Amendment constitutes the entire agreement and understanding among the parties hereto and supersede any and all prior agreements
and understandings, oral or written, relating to the subject matter hereof.


 


 


 


[SIGNATURES APPEAR ON FOLLOWING PAGES]




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IN WITNESS WHEREOF,
intending to be legally bound, and intending that this document constitute an agreement executed under seal, the undersigned have
executed this Amendment under seal as of the day and year first hereinabove set forth.


 





	AGENT:	MIDCAP
    FUNDING X TRUST, a Delaware statutory trust, as successor-by-assignment from MidCap Financial Trust
	 	 	 
	 	By:
     	Apollo
    Capital Management, L.P.,
	 	 	its
    investment manager
	 	 	 
	 	By:
     	Apollo
    Capital Management GP, LLC,
	 	 	its
    general partner
	 	 	 
	 	 	 
	 	By:
    	/s/
    Maurice Amsellem	(SEAL)
	 	Name:	Maurice
    Amsellem
	 	Title: 	Authorized
    Signatory
	 	 	 
	 	 	 
	 	 	 
	LENDER:	MIDCAP
    FUNDING X TRUST, a Delaware statutory trust, as successor-by-assignment from MidCap Financial Trust
	 	 	 
	 	By:
    	Apollo
    Capital Management, L.P.,
	 	           
    	its
    investment manager
	 	 	 
	 	By:
     	Apollo
    Capital Management GP, LLC,
	 	 	its
    general partner
	 	 	 
	 	 	 
	 	By:	/s/
    Maurice Amsellem	(SEAL)
	 	Name:	Maurice
    Amsellem
	 	Title: 	Authorized
    Signatory







 




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	BORROWERS:	 	TWINLAB CONSOLIDATION CORPORATION
	 	 	By:	/s/ Thomas A. Tolworthy	(Seal)
	 	 	Name: 	Thomas A. Tolworthy
	 	 	Title:	Chief Executive Officer and President
	 	 	 
	
        TWINLAB CONSOLIDATED HOLDINGS, INC.

         
	 	
        TWINLAB HOLDINGS, INC.

         

	By:	/s/ Thomas A. Tolworthy	(Seal)	 	By:	/s/ Thomas A. Tolworthy	(Seal)
	Name:	Thomas A. Tolworthy	     	Name:	Thomas A. Tolworthy
	Title:	Chief Executive Officer and President	 	Title: 	Chief Executive Officer and President
	 	 	 
	
        TWINLAB CORPORATION

         
	 	
        ISI BRANDS INC.

         

	By:	/s/ Thomas A. Tolworthy	(Seal)	 	By:	/s/ Thomas A. Tolworthy	(Seal)
	Name:  	Thomas A. Tolworthy	 	Name:	Thomas A. Tolworthy
	Title:	Title: Chief Executive Officer and President	 	Title:	Chief Executive Officer and President
	 	 	 
	
        NUTRASCIENCE LABS, INC.

         
	 	NUTRASCIENCE LABS IP CORPORATION
	By:	/s/ Thomas A. Tolworthy	(Seal)	 	By:	/s/ Thomas A. Tolworthy	(Seal)
	Name:  	Thomas A. Tolworthy	 	Name:  	Thomas A. Tolworthy
	Title:	Title: Chief Executive Officer and President	 	Title: 	Chief Executive Officer and President







 






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