exv10w21



 





Exhibit 10.21




ALLONGE

(Term Note)




     THIS ALLONGE is made and entered into as of the 19th day of October, 2007, by and
between US BIO WOODBURY, LLC, a Michigan limited liability company (“Borrower”) and AGSTAR
FINANCIAL SERVICES, PCA (“Lender”).



RECITALS




     A. Borrower previously executed and delivered to Lender a Term Note in the original principal
amount of $28,000,000.00, dated November 1, 2006 (the “Note”) to which this Allonge is attached.



     B. Borrower has requested that Lender amend certain terms of the Note; and, Lender is willing
to make such modifications to the terms of the Note, all in accordance with the terms and
conditions of this Allonge.



AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained
in this Allonge and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by Borrower and Lender, the parties agree as follows:



     1. Modification of Note. Notwithstanding any of the provisions of that certain Master
Loan Agreement dated as of November 15, 2005, as amended by that certain Amendment No.1 and Waiver
to Master Loan Agreement dated as of July 31, 2006, and as further amended by that certain
Amendment No. 2 to Master Loan Agreement dated October 19, 2007 (as amended, the “MLA”); or that
certain Third Supplement to Master Loan Agreement (Term Loan) dated November 1, 2006, as amended by
certain Amendment No. 1 to Third Supplement to the Master Loan Agreement effective as of October
19, 2007 (as amended, the “Third Supplement”), the following shall be added as section 19 of the
Note:




In addition to all other payments of principal and interest required under this
Note, at the end of the first full fiscal quarter following the Conversion Date, and
continuing each fiscal quarter thereafter until the Maturity Date, Borrower shall
remit to Lender within five (5) days of delivery of the Financial Statements used to
calculate the applicable Excess Cash Flow, an amount equal to one hundred percent
(100%) of Borrower’s Excess Cash Flow, calculated based upon, with respect to the
first three fiscal quarters of each fiscal year of Borrower, that fiscal quarter’s
interim Financial Statements, on or before sixty (60) days after the end of each
such fiscal quarter of Borrower and, with respect to the fourth fiscal quarter of
Borrower, the annual Financial Statements of Borrower required to be delivered
pursuant to Section 5.01(c)(i) of the MLA, on or before one hundred



 









 








and twenty (120) days after the end of each fiscal year of Borrower (the “Excess
Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments
required hereunder shall not exceed One Million Two Hundred Fifty Thousand and
No/100 Dollars ($1,250,000.00) in any fiscal quarter or Five Million and No/100
Dollars ($5,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow Payment”).
One hundred percent (100%) of the Excess Cash Flow Payment shall be applied to the
reduction of the outstanding principal balance of the Term Loan in the inverse order
of maturity. The Excess Cash Flow Payment shall be re-calculated annually based
upon the fiscal year-end Financial Statements required by Section 5.01(c)(i) of the
MLA. If any such recalculation evidences an underpayment by Borrower for such fiscal
year, then any time after the annual Financial Statements are required to be
delivered pursuant to Section 5.01(c)(i) of the MLA, Borrower shall within thirty
(30) days of Lender’s request remit to Lender any additional amounts, resulting from
such underpayment, to Lender under this Section in an amount not to exceed the
Maximum Excess Cash Flow Payment. If any such recalculation by Borrower or Lender
evidences an overpayment by Borrower for such fiscal year, Borrower may reduce its
next Excess Cash Flow Payment due by the amount of such overpayment until the entire
overpayment is applied. Any Excess Cash Flow Payment or any other payment from
Excess Cash Flow shall not constitute a prepayment with respect to which a
prepayment fee under section 2.09 of the MLA and section 11 of the Third Supplement
is required to be paid. Notwithstanding the foregoing, the requirement to make an
Excess Cash Flow Payment for any fiscal quarter shall not apply if Borrower’s
Owner’s Equity is greater than or equal to sixty percent (60%), but will be
reinstated if Owner’s Equity falls below sixty percent (60%), in each case measured
for such fiscal quarter or year end, as the case may be.



     2. Remaining Terms. All other terms and provisions of the Note shall remain in full
force and effect, enforceable by Lender against Borrower as fully as though no amendments had been
made hereby, and this Allonge shall not be deemed to hinder, compromise or lessen the
enforceability of the Note, or any mortgage, security interest, guaranty or other Loan Document
securing repayment of the Note, in any way.



     IN WITNESS WHEREOF, the parties hereto have caused this Allonge to be duly executed and
delivered as of the date and year first above written.



BORROWER:




US BIO WOODBURY, LLC,

a Michigan limited liability company




/s/ Kelly S. Langley

By: Kelly S. Langley

   Its: Treasurer