EXHIBIT 10.1


 


AMENDMENT AGREEMENT UNDER WOODRIDGE LABS CREDIT AGREEMENT


 


AMENDMENT AGREEMENT, dated as of November 7, 2007 (“this Agreement”), under the Credit
Agreement, dated as of March 9, 2006 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”), by and among:
(a) WOODRIDGE LABS, INC., a
Delaware corporation (hereinafter, together with its successors in title and
assigns, called the “Borrower”);
(b) NEXTERA ENTERPRISES, INC., a
Delaware corporation (hereinafter, together with its successors in title and
assigns, called the “Parent Company”
and, together with the Borrower, called, collectively, the “Principal Companies”); (c) the
several financial institutions and other Persons from time to time party to the
Credit Agreement as lenders thereunder (collectively, “Lenders” and, individually, a “Lender”); and (d) NEWSTAR FINANCIAL, INC., as the
administrative agent for the Lenders (hereinafter, together with its successors
as the administrative agent for the Lenders, called the “Administrative Agent”). Capitalized
terms used in this Agreement and not otherwise defined herein have the meanings
assigned to such terms in or by reference in the Credit Agreement.


 


SECTION 1.         Background. The Borrower and the Parent Company have
requested that the Lenders agree to amend certain provisions of the Credit
Agreement in order (among other things) to create new “first-out” bridge loan
facilities, and the Lenders have agreed to amend the Credit Agreement on the
terms and subject to the conditions set forth in this Agreement.


 


SECTION 2.         Amendment of Credit Agreement. Effective on and as of November 7, 2007 (“Effective Date”), but, subject,
always, to the execution and delivery of this Agreement by the Principal
Companies and each of the Lenders and to the satisfaction of each of the other
conditions precedent set forth in Section 3, the Lenders hereby agree
with the Principal Companies to amend the Credit Agreement as follows:


 


(a)           Definition of Lenders.
The Preamble of the Credit Agreement is hereby amended by inserting
the words “and other Persons” immediately after the words “the several
financial institutions” appearing in the Preamble.


 


(b)           New Defined Terms.
Article 1 of the Credit Agreement is hereby amended by inserting the
following new definitions in the appropriate alphabetical order in Article 1:


 


“Aggregate Bridge A Loan Commitment” means the combined Bridge A Loan Commitments
of the Bridge A Lenders, in the initial aggregate amount of $2,000,000.


 


“Aggregate Bridge B Loan Commitment” means the combined Bridge B Loan Commitments
of the Bridge B Lenders, in the initial aggregate amount of $500,000.


 


“Bridge A Lender” means any Lender with a Bridge A Loan
Commitment, or, if the Bridge A Loan Commitments have terminated or expired,
any Lender holding Bridge A Loans.


 


“Bridge A Loan” means any Loan by a Bridge A Lender to the
Borrower under Section 2.1(c), any of which Loans may be a Eurodollar
Rate Loan or a Base Rate Loan.


 


“Bridge A Loan Commitment” means the amount set forth opposite the name
of any Lender that is identified on Schedule 2.1 as a “Bridge A Lender”.


 

















 


“Bridge A Loan Commitment Fees” has the meaning specified in Section
2.9(c).


 


“Bridge B Lender” means any Lender with a Bridge B Loan
Commitment, or, if the Bridge B Loan Commitments have terminated or expired,
any Lender holding Bridge B Loans.


 


“Bridge B Loan” means any Loan by a Bridge B Lender to the
Borrower under Section 2.1(d), any of which Loans may be a Eurodollar
Rate Loan or a Base Rate Loan.


 


“Bridge B Loan Commitment” means the amount set forth opposite the name
of any Lender that is identified on Schedule 2.1 as a “Bridge B Lender”.


 


“First Out Affiliate Lenders” means, collectively: (a) Mounte LLC, a
Delaware limited liability company; and (b) Jocott Enterprises, Inc., a
California corporation.


 


“First Out Commitments” means, collectively: (a) the Bridge A Loan
Commitments of the Bridge A Lenders; and (b) the Bridge B Loan Commitments of
the Bridge B Lenders.


 


“First Out Lender” means any Bridge A Lender or Bridge B
Lender.


 


“First Out Loan Availability Period” means, with respect to each of the Bridge A
Loan Commitments and the Bridge B Loan Commitments, the period from and
including the November 2007 Amendment Effective Date to the earlier of
(a) the First Out Maturity Date, or (b) the date of termination in full of the
First Out Commitments pursuant to Section 8.2.


 


“First Out Loans” means, collectively, the Bridge A Loans and
the Bridge B Loans.


 


“First Out Maturity Date” means May 31, 2008.


 


“First Out Note” has the meaning specified in Section
2.11(b).


 


“First Out Obligations” means, collectively, any and all Obligations
of the Loan Parties to the First Out Lenders with respect to the First Out
Loans, including, without limitation, all Obligations of the Loan Parties to
the First Out Lenders under or with respect to: (a) unpaid principal of the
First Out Loans; (b) interest on the First Out Loans; and (c) all fees, costs,
expenses, reimbursements and other amounts from time to time required to be
paid under this Agreement with respect to the First Out Loans.


 


“First Out Supplemental Fees” has the meaning specified in Section
2.9(d).


 


“Flash Report” has the meaning specified in Section
6.2(a)(ii).


 


“Material Event of Default” means any Event of Default of the kind
described in any of Section 8.1(a), Section 8.1(f) or Section
8.1(k).


 


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“Net Unrestricted Cash” means, in relation to the Borrower as at any
date, the aggregate amount of all of the Unrestricted Cash of the Borrower as
at such date in excess of $500,000, as determined on a stand-alone basis in
accordance with GAAP.


 


“New Product Launches” means, collectively, all “sku’s” in each of
the following material product lines of the Borrower: (a) Vita-K Pro; (b) New
PSSSST; (c) Heavy Duty; (d) Keri Glassman/Skin Appetite; and (e) 40 Carrots.


 


“November 2007 Amendment” means the Amendment Agreement, dated as of
November 7, 2007, by and among the Principal Companies, the Lenders (including
the First Out Lenders) and the Administrative Agent.


 


“November 2007 Amendment Effective Date” means November 7, 2007.


 


“Restricted Funding Account” means a blocked deposit account of the
Bridge B Lenders that shall be (a) established by the Administrative Agent, (b)
in the name of the Bridge B Lenders, and (c) used by the Administrative Agent
for the sole and exclusive purpose of funding the Bridge B Loans, all on the
terms and subject to the conditions set forth in this Agreement.


 


“Specified Events of Default” means, collectively, the Events of Default
under Section 8.1(b) of the Credit Agreement that have occurred prior to
the November 2007 Amendment Effective Date as a consequence of the breach by
the Principal Companies, prior to that date, of the covenants of the Principal
Companies set forth in Section 7.6 or Section 7.10 of the Credit
Agreement.


 


“Specified Term Loan Principal Installments” means, collectively, the four (4)
installments of principal of the Term Loans, each in the amount of $250,000,
that shall become due and payable in calendar year 2008, all in accordance with
Section 2.7(b) of this Agreement.


 


(c)           Amended
and Restated Defined Terms. Article 1 of the Credit
Agreement is hereby further amended by amending and restating in its entirety
each of the following defined terms:


 


“Applicable Margin” means: (a) with respect to any of the
Eurodollar Rate Loans, five percent (5.00%) per  annum; and (b)
with respect to any Base Rate Loans, four percent (4%) per annum.


 


“Commitment” means, for each Lender, its Term Commitment, Revolving Commitment,
Bridge A Loan Commitment or Bridge B Loan Commitment, as the context may
require.


 


“Final Maturity Date” means March 31, 2009.


 


“Loan” means any extension of credit by any Lender (or its predecessors in
interest) to the Borrower pursuant to this Agreement, and shall include any
Term Loan, Revolving Loan, Bridge A Loan or Bridge B Loan.


 


“Notes” means, collectively, the Term Notes, the Revolving Credit Notes, and
the First Out Notes.


 


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“Revolving Credit Maturity Date” means March 31, 2009.


 


(d)           Amounts
and Terms of First Out Commitments. Section 2.1 of the
Credit Agreement is hereby amended by adding the following two new paragraphs, paragraph
(c) and paragraph (d), to Section 2.1 immediately after
existing paragraph (b) thereof:


 


(c)           Bridge
A Loans. Each Bridge A Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Bridge A Loans to the Borrower from
time to time on any Business Day during the First Out Loan Availability Period,
in an aggregate principal amount not to exceed at any time outstanding the
amount of such Bridge A Lender’s Bridge A Loan Commitment, and in a combined
amount for all Bridge A Lenders not to exceed at any time outstanding
$2,000,000. Amounts borrowed as a Bridge A Loan which are repaid or prepaid by
the Borrower may not be reborrowed. Bridge A Loans may be Base Rate Loans or
Eurodollar Rate Loans or any combination thereof, as further provided herein.


 


(d)           Bridge
B Loans. Each Bridge B Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Bridge B Loans to the Borrower from
time to time on any Business Day during the First Out Loan Availability Period,
in an aggregate principal amount not to exceed at any time outstanding the
amount of such Bridge B Lender’s Bridge B Loan Commitment, and in a combined
amount for all Bridge B Lenders not to exceed at any time outstanding $500,000.
Amounts borrowed as a Bridge B Loan which are repaid or prepaid by the Borrower
may not be reborrowed. Bridge B Loans may be Base Rate Loans or Eurodollar Rate
Loans or any combination thereof, as further provided herein.


 


(e)           Requests
for Borrowings. Section 2.2 of the Credit Agreement is
hereby amended by adding the following new paragraph (c) to Section
2.2 immediately after existing paragraph (b) thereof:


 


(c)           Anything in paragraph (a) or (b)
of this Section 2.2 express or implied to the contrary notwithstanding:
(i) each Borrowing of any Bridge B Loans shall be in the aggregate original
principal amount of $250,000; and (ii) subject always to the satisfaction of
the applicable conditions of Section 4.3, the proceeds of each Borrowing
of Bridge B Loans shall be made available to the Borrower by the Administrative
Agent out of available funds in the Restricted Funding Account. Each of the
Bridge B Lenders hereby irrevocably authorizes and instructs the Administrative
Agent to make Bridge B Loans to the Borrower with funds available in the
Restricted Funding Account, all in accordance with the provisions of this Section
2.2 and the applicable provisions of Section 4.3.


 


(f)            Reduction
and Termination of Commitments. Paragraph (a) of Section
2.4 of the Credit Agreement is hereby amended by amending and restating in
its entirety as follows the second sentence of paragraph (a) of Section 2.4:


 


The Revolving Commitment of
each Revolving Lender in effect from time to time shall be in the maximum
amount shown opposite the name of such Revolving Lender in Schedule 2.1
(as amended by the November 2007 Amendment).


 


(g)           Termination
of First Out Commitments. Section 2.4 of the Credit
Agreement is hereby amended by adding the following new paragraph (e) to
Section 2.4 immediately after existing paragraph (d) thereof:


 


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(e)           The Aggregate Bridge A Loan
Commitment and the Aggregate Bridge B Loan Commitment shall in any event
automatically and permanently terminate in full at 5:00 p.m. on the First Out
Maturity Date. On the date on which any First Out Loan shall be made to the
Borrower under any First Out Commitment, such First Out Commitment shall be
automatically and permanently reduced on such date by an amount equal to the
aggregate original principal amount of such First Out Loan. Once any First Out
Commitment is reduced in accordance with this Section 2.4, such First
Out Commitment may not be increased. Anything in this Agreement express or
implied to the contrary notwithstanding, the Borrower shall not at any time or times
prior to the First Out Maturity Date, without the prior written consent of the
Administrative Agent, (i) terminate or reduce any of the First Out Commitments,
or (ii) otherwise directly or indirectly agree or consent to any reduction or
termination of any of the First Out Commitments of any First Out Lender.


 


(h)           Voluntary
Prepayments. Section 2.5 of the Credit Agreement is
hereby amended by adding the following two new paragraphs, paragraph (e)
and paragraph (f), to Section 2.5 immediately after existing paragraph
(d) thereof:


 


(e)           Anything in paragraph (a) or paragraph
(b) of this Section 2.5 express or implied to the contrary
notwithstanding, so long as any of the First Out Lenders shall have any First
Out Commitments hereunder or any of the First Out Loans or other First Out
Obligations shall remain unpaid or unsatisfied, any voluntary prepayments of
principal of any of the Loans pursuant to this Section 2.5 shall in any
event and in all circumstances be applied: first,
to the First Out Loans outstanding at such time on a pro  rata
basis, until the entire unpaid principal of each of the First Out Loans shall
have been paid in full; second,
to the Revolving Loans outstanding at such time on a pro  rata
basis, until the entire unpaid principal of each of the Revolving Loans shall
have been paid in full; third,
to the Term Loans outstanding at such time on a pro  rata basis
until the entire unpaid principal of each of the Term Loans shall have been
paid in full; and, fourth,
towards payment of all of the other Obligations of the Principal Companies
under the Loan Documents, until all of such Obligations shall have been paid in
full. If the Borrower fails to specify the Type of Loan to which any such
prepayment shall be applied, then, subject to the foregoing sentence, such
prepayment shall be applied, first,
towards payment of the unpaid principal balance of each Base Rate Loan, until
the entire principal of each of the Base Rate Loans shall have been paid in
full, and, second, towards
payment of the unpaid principal balance of each Eurodollar Rate Loan, until the
entire principal of each of the Eurodollar Rate Loans shall have been paid in
full, each in a manner which minimizes to the extent reasonably possible any
amounts payable by the Borrower under Section 3.5.


 


(f)            Each prepayment of First Out Loans
pursuant to any of the provisions of this Section 2.5 shall be applied
to the principal amount of the First Out Loans then remaining unpaid, in each
case, on a pro rata basis (based on the
principal amount then remaining unpaid of each of the First Out Loans).


 


(i)            Mandatory
Prepayments. Section 2.6 of the Credit Agreement is
hereby amended by adding the following two new paragraphs, paragraph (h)
and paragraph (i), to Section 2.6 immediately after existing paragraph
(g) thereof:


 


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(h)           So long as any principal of any of
the First Out Loans or Revolving Loans remains outstanding, the Borrower shall
on Friday of each calendar week, commencing Friday, February 29, 2008, apply
the entire amount of the Borrower’s Net Unrestricted Cash on hand as of the
close of the Borrower’s business on the immediately preceding Business Day
towards the mandatory prepayment of principal of the First Out Loans and
Revolving Loans then remaining unpaid. Any mandatory prepayments of principal
of the First Out Loans and Revolving Loans pursuant to this paragraph (h)
shall be applied: first,
towards payment of the unpaid principal of the First Out Loans (in each case,
on a pro  rata basis), until the entire unpaid principal of each
of the First Out Loans shall have been paid in full; and second, towards payment of the unpaid
principal of the Revolving Loans, until the entire unpaid principal of each of
the Revolving Loans shall have been paid in full. Neither the Aggregate
Revolving Commitment nor any of the Revolving Commitments shall be reduced by
the amount of any principal of the Revolving Loans prepaid pursuant to this paragraph
(h).


 


(i)            Anything in paragraph (e) of
this Section 2.6 express or implied to the contrary notwithstanding, so
long as any of the First Out Lenders shall have any First Out Commitments  hereunder or any of the First Out Loans or
other First Out Obligations shall remain unpaid or unsatisfied, any mandatory
prepayments of principal of the Loans pursuant to Section 2.6(b) or 2.6(c)
shall be applied: first,
towards payment of the unpaid principal of the First Out Loans, until the
entire unpaid principal of each of the First Out Loans shall have been paid in
full; second, towards
payment of the unpaid principal of the Specified Term Loan Principal
Installments, until the entire unpaid principal of each of the Specified Term
Loan Principal Installments shall have been paid in full; third, towards payment of the unpaid
principal of the Revolving Loans, until the entire unpaid principal of each of
the Revolving Loans shall have been paid in full; fourth, towards payment of unpaid principal of the Term
Loans, until the entire unpaid principal of each of the Term Loans shall have
been paid in full; and, fifth,
towards payment of all of the other Obligations of the Principal Companies
under the Loan Documents, until all of such Obligations shall have been paid in
full.


 


(j)            Repayment
of Principal of Term Loans. Section 2.7 of the Credit
Agreement is hereby amended by amending and restating in their entirety as
follows existing paragraph (b) and existing paragraph (c) of Section
2.7 of the Credit Agreement:


 


(b)           Term
Loans. The Outstanding Amount of the Term Loans on and as of the
November 2007 Amendment Effective Date is $9,500,000. The Borrower shall repay
the Outstanding Amount of the Term Loans remaining unpaid on and as of the 2007
Amendment Effective Date in five (5) installments of principal payable on the
principal payment dates specified in the table below, in an amount for each
such installment equal to the amount set forth opposite the principal payment
date in the table below:


 


	
  Principal Payment Date

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  03/31/08

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  06/30/08

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  09/30/08

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  12/31/08

  	
   

  	
  $

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  03/31/09

  	
   

  	
  $

  	
  8,500,000

  	
   

  



 


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(c)           Final
Maturity Date. Anything herein express or implied to the
contrary notwithstanding, there shall become and be absolutely and unconditionally
due and payable on the Final Maturity Date, and the Borrower hereby promises to
pay on the Final Maturity Date, the entire principal of each of the Term Loans
and Revolving Loans then remaining unpaid, all of the unpaid interest accrued
thereon, all of the unpaid Fees accrued thereon and all other unpaid sums and
other Obligations owing under this Agreement or any of the other Loan Documents
with respect to the Term Loans, the Revolving Commitments and the Revolving
Loans.


 


(k)           Repayment
of First Out Loans. Section 2.7 of the Credit Agreement
is hereby further amended by adding the following new paragraph (d) to Section
2.7 immediately after paragraph (c) thereof:


 


(d)           First
Out Maturity Date; etc. Anything herein express or implied to
the contrary notwithstanding, there shall become and be absolutely and
unconditionally due and payable on the First Out Maturity Date, and the
Borrower hereby promises to pay on the First Out Maturity Date, the entire
principal of each of the First Out Loans then remaining unpaid, all of the
unpaid interest accrued thereon, all of the unpaid fees accrued thereon and all
other unpaid sums and other First Out Obligations owing under this Agreement or
any of the other Loan Documents with respect to the First Out Loans. Each
prepayment or repayment of First Out Loans pursuant to Section 2.6 or
(as the case may be) this paragraph (d), shall be applied to the
principal amount of the First Out Loans then remaining unpaid, in each case, on
a pro rata basis  (based on the principal amount then remaining unpaid of each of the
First Out Loans).


 


(l)            First
Out Supplemental Fees; etc. Section 2.9 of the Credit
Agreement is hereby amended by adding the following two new paragraphs, paragraph
(c) and paragraph (d), to Section 2.9 immediately after
existing paragraph (b) thereof:


 


(c)           Bridge
A Loan Commitment Fees. The Borrower shall pay to the
Administrative Agent, for the pro  rata account of each Bridge A
Lender, commitment fees equal to 0.50% (i.e., fifty basis points) of the actual
daily amount by which the aggregate amount of the Bridge A Loan Commitments of
such Bridge A Lender exceeds the Outstanding Amount of all of the Bridge A
Loans of such Bridge A Lender (“Bridge A
Loan Commitment Fees”); provided, however, that
any Bridge A Loan Commitment Fees accrued with respect to the Bridge A Loan
Commitment of any Defaulting Lender prior to the time that such Lender became a
Defaulting Lender and remaining unpaid at such time shall not be payable by the
Borrower until such Lender shall cease to be a Defaulting Lender; and, provided,
further, that no Bridge A Loan Commitment Fees shall accrue on the
Bridge A Loan Commitment of any Defaulting Lender so long as such Lender shall
continue to be a Defaulting Lender. Subject always to the provisos in
the preceding sentence, the Bridge A Loan Commitment Fees shall accrue at all
times during the First Out Loan Availability Period, including at any time
during which any one or more of the conditions in Section 4.3 are not
met, and shall be due and payable quarterly in arrears on the last day of each
March, June, September and December in each year, commencing with the first
such date to occur after the November 2007 Amendment Effective Date, and on the
First Out Maturity Date. The Bridge A Loan Commitment Fees shall be calculated
quarterly in arrears.


 


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(d)           First
Out Supplemental Fees. If, for any reason or under any
circumstances whatsoever, any of the First Out Loans or other First Out
Obligations shall remain unpaid after the First Out Maturity Date, then the
Borrower hereby promises to pay to each of the First Out Lenders on the first
Business Day after the First Out Maturity Date, and there shall become and be
absolutely due and payable by the Borrower on the first Business Day after the
First Out Maturity Date, first out supplemental fees (“First Out Supplemental Fees”)
which, for each First Out Lender, shall be equal to five percent (5%) of the
aggregate principal amount of all of such First Out Lender’s First Out Loans
remaining unpaid on the first Business Day after the First Out Maturity Date. Such
First Out Supplemental Fees shall be fully earned when paid and shall be
nonrefundable for any reason whatsoever.


 


(m)          Evidence
of First Out Loans. Paragraph (b) of Section 2.11
of the Credit Agreement is hereby amended by inserting the following new
sentence in paragraph (b) of Section 2.11 immediately before
the existing last sentence of paragraph (b):


 


Each such note evidencing
First Out Loans shall be in or substantially in the form of Exhibit A to
the November 2007 Amendment (as amended, endorsed, replaced or otherwise
modified from time to time, a “First Out
Note”).


 


(n)           Payments
Generally. Section 2.12 of the Credit Agreement is hereby
amended by adding the following new paragraph (g) to Section 2.12
immediately after existing paragraph (f) thereof:


 


(g)           The Administrative Agent will
promptly distribute to each First Out Lender, including, without limitation,
each Bridge B Lender, its pro  rata share of each payment received
from the Borrower by the Administrative Agent on account of the First Out Loans
and other First Out Obligations, in each case, in like funds as received, by
wire transfer to such First Out Lender’s Lending Office. On the First Out
Maturity Date, the Administrative Agent will remit to each Bridge B Lender its pro
rata share of all funds then held by the Administrative Agent in the
Restricted Funding Account.


 


(o)           Use
of Proceeds. Section 2.14 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:


 


2.14.       Use
of Proceeds. The Borrower will use the entire proceeds of each
of the Revolving Loans and the First Out Loans for (a) working capital of the
Borrower and the general corporate requirements of the Borrower, and (b) if and
to the limited extent expressly permitted by Section 7.6 hereof,
financing the Overhead Expenses of the Parent Company.


 


(p)           Conditions
Precedent. Article 4 of the Credit Agreement is hereby
amended by adding the following new Section 4.3 to Article 4
immediately after existing Section 4.2 thereof:


 


4.3.         Conditions
to all First Out Loans. Anything in Section 4.2 express or implied to the contrary
notwithstanding, the obligations of each Bridge A Lender to honor any Borrowing
Request for a Bridge A Loan, and the obligations of the Administrative Agent to
honor any Borrowing Request for a Bridge B Loan with funds from the Restricted
Funding Account (in any case, other than any request for a continuation of any
Eurodollar Rate Loan or for a conversion of Loans of one Type to another Type)
shall be subject to the satisfaction or waiver of each of the following
conditions precedent (and the conditions precedent set forth in Section 4.2
shall not be applicable to such First Out Loans):


 


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(a)           No Material Event of Default shall
exist and be continuing, and no Event of Default of the kind described in paragraph
(b) of Section 8.1 shall exist and be continuing on account of the
failure by any of the Principal Companies to perform or observe any of the
covenants contained in any of Sections 7.1 through 7.10 of this
Agreement, inclusive.


 


(b)           In the case of any Borrowing of
Bridge B Loans, at the time of such Borrowing of Bridge B Loans: (i) the entire
amount of all of the Bridge A Loan Commitments shall have been used, and (ii)
no part of the Bridge A Loan Commitments shall then remain available for the
making of Bridge A Loans.


 


(c)           The Administrative Agent shall have
received a Borrowing Request from the Borrower in accordance with the
requirements hereof.


 


Each
Borrowing Request (other than any request for the continuation of any
Eurodollar Rate Loan or for the conversion of any Loans of one Type to another
Type) submitted by the Borrower pursuant to this Section 4.3 shall be
deemed to be a representation and warranty that the conditions specified in Section
4.3(a) and Section 4.3(b) have been satisfied on and as of the date
of such Borrowing Request and on and as of the date of the Borrowing of the
applicable First Out Loan.


 


(q)           Certain
Financial Information. Paragraph (a) of Section 6.2
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


(a)           (i)            concurrently
with the delivery of the financial statements referred to in Sections 6.1(a)
and 6.1(b), a duly completed Compliance Certificate signed by a
Responsible Officer of each of the Principal Companies;


 


(ii)           in no event more than thirty (30)
days after the end of each calendar month, a written report for such calendar
month, which report shall be in reasonable detail and in form and substance
reasonably acceptable to the Administrative Agent (each, a “Flash Report”), that sets forth
customer activity and other key statistics and financial information reasonably
requested by the Administrative Agent, including, but not limited to:


 


(A)          for each of the New Product Launches
and other material product lines of the Borrower, purchase orders received for,
and gross sales of, each of such New Product Launches and each of such other
material product lines for such month;


 


(B)           the net sales of the Borrower for
such month for each of the New Product Launches and each of the other material
product lines;


 


(C)           all Unrestricted Cash owned by each
of (1) the Borrower, and (2) the Parent Company, in each case, on
a stand alone basis as at the last day of such month; and


 


(D)          the aggregate amount of all of the
Restricted Payments actually made to the Parent Company by the Borrower in such
month pursuant to Section 7.6(c); and


 


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(iii)          in no event more than thirty (30) days
after the end of each calendar month, (A) a written cash flow forecast and
budget for the thirteen (13) consecutive weeks beginning on the first day of the
next month, (B) a written cash flow report for the thirteen (13) consecutive
weeks ending on the last day of such month, together with a comparison to the
forecast and budget for such thirteen-week period, and (C) such other written
information regarding the Borrower’s accounts receivable as of the last day of
such month as the Administrative Agent may from time to time reasonably request
(provided, that such other information shall be delivered as promptly as
reasonably practicable following the receipt of such request (but in any event
shall not be required to be delivered less than thirty (30) days after the end
of each calendar month));


 


(r)            Restricted
Payments. Section 7.6 of the Credit Agreement is hereby
amended and restated to read in its entirety as follow:


 


7.6.         Restricted
Payments. Declare
or make, directly or indirectly, any Restricted Payment, or incur any
obligation (contingent or otherwise) to do so, except:


 


(a)           the declaration and payment by the
Parent Company of dividends or other distributions on its Equity Interests in
the form of Permitted Equity Interests of the Parent Company;


 


(b)           the declaration and payment by the
Borrower of dividends or other distributions on its Equity Interests in the
form of Permitted Equity Interests of the Borrower, and the declaration and
payment by any Subsidiary of the Borrower of any dividends or other
distributions on the Equity Interests of such Subsidiary;


 


(c)           Restricted Payments by the Borrower
to the Parent Company,  in the form of
cash distributions declared or paid by the Borrower on its Equity Interests; provided,
however, that:


 


(i)            such Restricted Payments shall be
made by the Borrower for the sole and exclusive purpose of permitting the
Parent Company to pay Overhead Expenses of the Parent Company, and, when paid
by the Borrower, the proceeds of any such Restricted Payments so made by the
Borrower to the Parent Company shall promptly be used by the Parent Company to
make payments by the Parent Company of its Overhead Expenses;


 


(ii)           at the time of making any such
Restricted Payments to the Parent Company pursuant to this paragraph (c)
for the sole and exclusive purpose of permitting the Parent Company to pay
Overhead Expenses of the Parent Company, the Parent Company shall, under paragraph
(c) of Section 7.10, be then permitted to incur such Overhead
Expenses;


 


(iii)          immediately after giving effect to any
payment of such Restricted Payments by the Borrower pursuant to this paragraph
(c), the aggregate amount of all Restricted Payments so made by the
Borrower to the Parent Company shall not exceed:
(A) $312,500 in the aggregate in the Fiscal Quarter of the Borrower ending
December 31, 2007; (B) $312,500 in the aggregate in any Fiscal Quarter of the
Borrower in Fiscal Year 2008; and (C) $312,500 in the aggregate in the Fiscal
Quarter of the Borrower ending March 31, 2009; and


 


10

















 


(iv)          both immediately before and
immediately after giving effect to any Restricted Payments by the Borrower
pursuant to this paragraph (c), no Material Event of Default shall be
continuing or shall result therefrom; and


 


(d)           the issuance by the Parent Company of
its Permitted Equity Interests in connection with the implementation of any
Permitted Investor Debt Exchanges with respect to any Permitted Investor Debt
or otherwise pursuant to the 2007 Investment Documents as in effect as of the
November 2007 Effective Date.


 


(s)         Affiliate Transactions. Section 7.8
of the Credit Agreement is hereby amended by adding the following new sentence
to Section 7.8 immediately after the existing sentence thereof:


 


Anything in Section 7.2,
7.3, 7.4 or 7.5, or in the foregoing provisions of this Section
7.8, express or implied to the contrary notwithstanding, except as and to
the limited extent otherwise expressly permitted by Section 7.6, none of
the Borrower or its Subsidiaries shall, at any time or times or under any
circumstances or for any reason whatsoever, and whether directly or indirectly:
(i) make any Investments of any kind in the Parent Company; (ii) make any
Dispositions of any cash or other Property to or for the account or benefit of
the Parent Company; or (iii) make any payments of any kind or description
(including, without limitation, any payments of the kind described or referred
to in subclause (d), (e), (f) or (g) of the
preceding sentence of this Section 7.8) to or for the benefit of any of
the directors, managers, officers, employees, agents or attorneys of the Parent
Company, in each case, in their capacities as such.


 


(t)          Financial Covenants. Section 7.10
of the Credit Agreement is hereby amended and restated in its entirety as
follows:


 


(a)           Minimum
Consolidated EBITDA. Permit the Consolidated EBITDA of the
Borrower and the other Subsidiary Loan Parties (i) for the trailing thirteen-month
period ending January 31, 2008 to be less than $850,000, and (ii) for any
Measurement Period ending during or on the last day of any period identified
below to be less than the amount set forth below opposite such period:


 


	
  Period

  	
   

  	
  Minimum Consolidated EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  02/01/08 through 03/31/08

  	
   

  	
  $

  	
  1,400,000

  	
   

  
	
  04/01/08 through 06/30/08

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  07/01/08 through 09/30/08

  	
   

  	
  $

  	
  3,400,000

  	
   

  
	
  10/01/08 through 12/31/08

  	
   

  	
  $

  	
  3,600,000

  	
   

  
	
  01/01/09 through 03/31/09

  	
   

  	
  $

  	
  3,600,000

  	
   

  



 


11
















 


(b)           Minimum
Purchase Orders. Permit, for any period identified in the table
below, the aggregate amount of all firm purchase orders received and accepted
by the Borrower in such period for all sku’s of all products in the New Product
Launches to be less than the aggregate amount set forth below opposite such
period:


 


	
  Period

  	
   

  	
  Minimum Purchase Order

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/07 through 12/31/07

  	
   

  	
  $

  	
  2,350,000

  	
   

  
	
  10/01/07 through 01/31/08

  	
   

  	
  $

  	
  4,850,000

  	
   

  
	
  10/01/07 through 02/29/08

  	
   

  	
  $

  	
  5,000,000

  	
   

  



 


(c)           Maximum
Corporate Overhead. Permit the Overhead Expenses of the Parent
Company (determined on a stand-alone basis) to exceed: (i) $312,500 in the
aggregate for the Fiscal Quarter ending December 31, 2007; and (ii) $312,500 in
the aggregate for any Fiscal Quarter ending on or after March 31, 2008. For
purposes of this paragraph (c), the Overhead Expenses of the Parent
Company for any Fiscal Year shall be determined on a stand-alone basis for the
Parent Company in accordance with GAAP, and shall exclude: (A) all Overhead Expenses of the Borrower and the
other Subsidiary Loan Parties for such Fiscal Year; (B) any non-cash charges
and expenses related to stock-based compensation awards made by the Parent
Company and its Subsidiaries; and (C) any other extraordinary, unusual or non-recurring
non-cash charges and expenses of any type or nature, including, without
limitation, any deferred tax charges, that do not represent cash items in such
period or any future period.


 


(d)           Maximum
Consolidated Capital Expenditures. Permit the aggregate amount
of the Consolidated Capital Expenditures of the Borrower and the other
Subsidiary Loan Parties for any Fiscal Year to exceed $250,000 per Fiscal Year.
The amount by which (i) the maximum amount of Consolidated Capital Expenditures
permitted for any Fiscal Year, as provided above in this paragraph (d),
shall exceed (ii) the actual Consolidated Capital Expenditures of the Borrower
and the other Subsidiary Loan Parties for such Fiscal Year, may be carried over
for expenditure solely in the next succeeding Fiscal Year; provided that
Capital Expenditures made by the Borrower and the other Subsidiary Loan Parties
in any Fiscal Year shall be deemed to have been made, first, in respect of the maximum
amounts permitted for such Fiscal Year, as provided in the table above, and, second, in respect of the amounts
carried over from the prior Fiscal Year pursuant to the foregoing provisions of
this sentence. For purposes of this paragraph (d), the Consolidated
Capital Expenditures of the Borrower and the other Subsidiary Loan Parties for
any Fiscal Year shall not include: (A) any Capital Expenditures made in such
Fiscal Year with the proceeds from the issue of any Permitted Equity Interests
of the Parent Company; (B) expenditures made in such period in connection with
the replacement, substitution or restoration of assets (1) if and to the
extent financed from insurance proceeds received on account of any loss of or
damage to the assets being replaced or restored, or (2) with awards of
compensation arising from the taking or the threat of taking by eminent domain
or condemnation of the assets being replaced; (C) the purchase price of
equipment that is purchased in such period simultaneously with the trade-in of
existing equipment, but only if and to the extent that the gross amount of such
purchase price is reduced by the credit granted by the seller of such equipment
for the equipment being traded in at such time; or (D) the purchase of plant,
property and equipment made in such period and within 365 days of any Disposition,
but only up to the amount of the proceeds of such Disposition.


 


(u)        Application of Funds. Section 8.3
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:


 


12

















 


8.3.         Application
of Funds. After
the exercise of remedies provided for in Section 8.2 (or after the Loans
and other Obligations have automatically become immediately due and payable as
set forth in the proviso to Section 8.2), any amounts received on
account of any of the Obligations shall be applied by the Administrative Agent
in the following order:


 


First,
to payment of that portion of the Obligations constituting indemnities,
expenses and other similar amounts (including Attorney Costs) payable to the
Administrative Agent in its capacity as such;


 


Second, to
payment of that portion of the Obligations constituting accrued and unpaid
interest, fees and other amounts (other than principal) with respect to each of
the First Out Loans and the Specified Term Loan Principal Installments, ratably
among Lenders in proportion to the respective amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting unpaid principal of
each of the First Out Loans and the Specified Term Loan Principal Installments,
ratably among Lenders in proportion to the respective amounts described in this
clause Third payable to
them;


 


Fourth,
to payment of that portion of the other Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to
the Term Lenders, the Revolving Lenders and the Lender Counterparties
(including Attorney Costs and amounts payable under Article 3), ratably
among the Lenders and the Lender Counterparties in proportion to the respective
amounts described in this clause Fourth
payable to them;


 


Fifth, to
payment of that portion of the Obligations constituting accrued and unpaid
interest on all of the Term Loans and Revolving Loans and accrued and unpaid
interest on all of the other Obligations, ratably among Lenders and the Lender
Counterparties in proportion to the respective amounts described in this clause
Fifth  payable to them;


 


Sixth,
to payment of that portion of the Obligations constituting unpaid principal of
all of the Term Loans and the Revolving Loans, ratably among Lenders and the
Lender Counterparties in proportion to the respective amounts described in this
clause Sixth payable to
them;


 


Last,
the balance, if any, after all of the Obligations have been indefeasibly paid
in full and in cash, to the Borrower or as otherwise required by Applicable
Law.


 


(v)        Schedule 2.1.  Schedule
2.1 (Commitments of Lenders) to the Credit Agreement is hereby
amended and restated to read in its entirety in the form thereof attached as Schedule
2.1 to the November 2007 Amendment.


 


(w)        Schedule 10.2. Schedule 10.2 (Lending
Offices/Notice Addresses) to the Credit Agreement is hereby amended and
restated to read in its entirety in the form thereof attached as Schedule 10.2
to the November 2007 Amendment.


 


(x)         Waiver of Specified Defaults. Each of
the Specified Events of Default is hereby waived by the Lenders.


 


13

















 


SECTION 3.         Conditions Precedent. Each of the amendments and waivers set
forth in Section 2 of this Agreement shall become and be effective in
accordance with the express terms and conditions thereof on and as of the
Effective Date; provided, however, that each of the following
conditions precedent shall first be satisfied:


 


(a)         The Administrative Agent shall have
received each of the following, each of which shall be originals or telecopies
(followed promptly by originals) unless otherwise specified, each properly
executed by a Responsible Officer of each Principal Company, each dated the
Effective Date, and each in form and substance reasonably satisfactory to the
Administrative Agent:


 


(i)            executed counterparts of this
Agreement, sufficient in number for distribution to the Administrative Agent,
each Lender and the Principal Companies; and


 


(ii)           a First Out Note executed by the
Borrower in favor of each First Out Lender requesting First Out Notes.


 


(b)         The Administrative Agent shall have
received counterparts of this Agreement, duly executed and delivered on behalf
of each of the Lenders, including, without limitation, each of the First Out
Lenders.


 


(c)         The Bridge B Lenders shall have
remitted to the Administrative Agent, and the Administrative Agent shall have
received, for deposit in the Restricted Funding Account, the cash sum of
$500,000.


 


(d)         The Administrative Agent and the
Lenders shall have received the financial statements referred to in Section
6.1(c) for the month ending October 31, 2007.


 


(e)         The Borrower shall have paid all
reasonable fees and all reasonable out-of-pocket charges and disbursements of
counsel to the Administrative Agent to the extent invoiced prior to or on the
Effective Date.


 


SECTION 4.         Representations and Warranties of
Principal Companies. Each of the Principal Companies hereby represents and warrants to the
Administrative Agent and the Lenders on and as of the Effective Date as
follows:


 


(a)         Authorization; No Contravention. The
execution, delivery and performance by each Principal Company of this Agreement
and the First Out Notes have been duly authorized by all necessary corporate or
other organizational action, and do not and will not: (i) contravene the terms
of any of such Person’s Governing Documents; (ii) conflict with or result in
any breach or contravention of, or the creation of any Liens under, or require
any payments to be made under (A) any Contractual Obligation (other than any of
the Loan Documents) to which such Person is a party or affecting such Person or
the Properties of such Person or any of its Subsidiaries, or (B) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its Property is subject; or (iii) violate any
Applicable Law; except in each case (other than creation of Liens
referred to in clause (ii)), to the extent that any such conflict,
breach, contravention or violation could not reasonably be expected to have a
Material Adverse Effect.


 


(b)        Binding Effect. This Agreement, the
First Out Notes and the Credit Agreement (as amended hereby) have been duly
executed and delivered by each of the Principal Companies. This Agreement, the
First Out Notes and the Credit Agreement (as amended hereby) constitute legal,
valid and binding obligations of each of the Principal Companies, enforceable
against each Principal Company in accordance with their terms, except as
may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability.


 


14

















 


(c)         Representations in Credit Agreement. The
representations and warranties of each of the Principal Companies contained in Article
5 of the Credit Agreement are true and correct in all material respects
(except for representations and warranties that are already qualified as to
materiality, which are instead true and correct) on and as of the date of this
Agreement, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
in all material respects (except for representations and warranties that are
already qualified as to materiality, which are instead be true and correct) as
of such earlier date, and except that, for purposes of this paragraph
(c), the representations and warranties contained in paragraph (a)
of Section 5.5 of the Credit Agreement shall be deemed to refer to the
most recent financial statements furnished pursuant to paragraph (a), (b)
or (c), respectively, of Section 6.1 of the Credit Agreement, and
except that, for purposes of this paragraph (c), the representations and
warranties contained in paragraph (b) of Section 5.5 of the
Credit Agreement shall be deemed to be qualified by any event or circumstance
notified to the Administrative Agent pursuant to Section 6.3(b) of the
Credit Agreement.


 


SECTION 5.         Representations and Warranties of
First Out Affiliate Lenders. In order to induce the Term Lenders and Revolving Lenders to enter into
this Agreement, to amend the Credit Agreement on the terms set forth herein and
to waive the Specified Events of Default, and in order to induce the Revolving
Lenders to make additional Credit Extensions to the Borrower upon the terms and
subject to the conditions set forth in the Credit Agreement, each First Out
Affiliate Lender, severally, represents and warrants to the Term Lenders and
the Revolving Lenders with respect to itself and covenants that:


 


(a)         Such First Out Affiliate Lender is a
duly organized and validly existing legal entity and is in good standing under
the laws of the jurisdiction of its organization, and has the requisite power
and authority to execute, deliver and carry out the terms and provisions of
this Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement. Such First Out Affiliate
Lender has duly executed and delivered this Agreement, and this Agreement
constitutes the legal, valid and binding obligation of such First Out Affiliate
Lender enforceable against such First Out Affiliate Lender in accordance with
its terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors’ rights generally or
by equitable principles of general applicability or principles of good faith
and fair dealing.


 


(b)         Neither the execution, delivery or
performance by such First Out Affiliate Lender of this Agreement, nor
compliance by such First Out Lender with the terms and provisions hereof:  (i) will contravene in any material respect
any material provision of any Applicable Law or any order, writ, injunction or
decree of any Governmental Authority applicable to such First Out Affiliate Lender;
or (ii) will violate in any material respect any material provision of any of
the Governing Documents of such First Out Affiliate Lender.


 


(c)         With respect to each First Out
Affiliate Lender that is a Bridge A Lender, such First Out Affiliate Lender
has, and will at all times continue to have and maintain, Liquidity (as defined
in the Credit Agreement) sufficient in amount to permit such First Out
Affiliate Lender to make Bridge A Loans hereunder in accordance with its Bridge
A Loan Commitments.


 


15

















 


SECTION 6.         Covenants of Principal Companies.


 


(a)         Not later than November 15, 2007, the
Principal Companies shall furnish to the Administrative Agent a written report
identifying each of the Deposit Accounts and other similar accounts of every
kind maintained by any of the Principal Companies, which report shall set
forth: (i) the name or other designation of each account identified therein;
and (ii) the name and address of the institution or other Person with which
each such account is maintained. Except as and to the extent otherwise agreed
by the Administrative Agent, and except with respect to Deposit Accounts
subject to an existing deposit account control agreement in favor of the
Administrative Agent, the Principal Companies will, not later than November 30,
2007, cause each of the financial institutions with which any Deposit Accounts
are at any time maintained by any of the Loan Parties to enter into account
control agreements in form and substance reasonably satisfactory to the
Administrative Agent.


 


(b)         The Principal Companies shall pay all
of the reasonable out-of-pocket costs and expenses incurred by the
Administrative Agent (including the Attorney Costs for the Administrative
Agent) in connection with the preparation, negotiation, execution and delivery
of this Agreement, in each case, to the extent required under Section
10.4(a) of the Credit Agreement.


 


SECTION 7.         Ratification of Obligations; etc.


 


(a)         All of the agreements and Obligations
of each of the Principal Companies to the Secured Parties under the Credit
Agreement and the other Loan Documents and in relation to the Collateral are,
by the execution and delivery of this Agreement by each of the Principal
Companies, ratified, affirmed and confirmed in all respects by each of the
Principal Companies.


 


(b)         Except as and to the limited extent
otherwise expressly provided by this Agreement, all of the terms, conditions
and provisions of the Credit Agreement and each of the other Loan Documents,
and all of the rights and remedies of the Lenders and the Administrative Agent
thereunder, shall remain unaltered.


 


SECTION 8.         Other Provisions. This Agreement is a “Loan Document” for all
purposes of the Credit Agreement, and this Agreement and the rights and
obligations hereunder of each of the parties hereto shall in all respects be
governed by, and construed in accordance with, the laws of the State of New
York. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, but all of such counterparts
shall together constitute but one and the same agreement. In making proof of
this Agreement, it shall not be necessary to produce or account for more than
one counterpart hereof signed by each of the parties hereto. Delivery of
photocopies of the signature pages to this Agreement by facsimile shall be as
effective as delivery of manually executed counterparts of this Agreement.


 


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IN WITNESS
WHEREOF, the
undersigned have duly executed this AMENDMENT
AGREEMENT as of the date first above written.


 


	
   

  	
  The
  Borrower:

  
	
   

  	
   

  
	
   

  	
  WOODRIDGE
  LABS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Antonio Rodriquez

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Antonio Rodriquez

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Parent Company:

  
	
   

  	
   

  	
   

  
	
   

  	
  NEXTERA
  ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Antonio Rodriquez

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Antonio Rodriquez

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
					



 


 


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  The
  Administrative Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
  NEWSTAR
  FINANCIAL, INC., as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Robert F. Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director-Portfolio Management

  
					



 


 


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  The Term
  Lender:

  
	
   

  	
   

  
	
   

  	
  NEWSTAR
  COMMERCIAL LOAN TRUST 2006-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NewStar
  Financial, Inc., as
  Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Robert F. Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing Director-Portfolio
  Management

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Revolving Lenders:

  
	
   

  	
   

  
	
   

  	
  NEWSTAR
  CP FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NewStar
  Financial, Inc., as
  its designated Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Robert F. Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director-Portfolio Management

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEWSTAR
  WAREHOUSE FUNDING 2005 LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NewStar
  Financial, Inc., as
  its designated Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Robert F. Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director-Portfolio Management

  
							



 


 


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  The
  Bridge A Lenders:

  
	
   

  	
   

  
	
   

  	
  NEWSTAR
  CP FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NewStar
  Financial, Inc., as
  its designated Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Robert F. Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director-Portfolio Management

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEWSTAR
  WAREHOUSE FUNDING 2005 LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NewStar
  Financial, Inc., as
  its designated Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Robert F. Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director-Portfolio Management

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MOUNTE
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  :

  	
      /s/
  Stanley E. Maron

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stanley E. Maron

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
							



 


 


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  The
  Bridge B Lender:

  
	
   

  	
   

  
	
   

  	
  JOCOTT
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Scott J. Weiss

  	
   

  
	
   

  	
  Name:

  	
  Scott J. Weiss

  
	
   

  	
  Title:

  	
  CFO

  
							



 


 


**Signature Page to Woodridge Labs Amendment Agreement**


 


5