FIRST
AMENDMENT TO
LOAN
AND SECURITY AGREEMENT

 




This
First Amendment To Loan and Security Agreement, dated as of March 31, 2005 is
entered into by and between Westernbank Puerto Rico, a Puerto Rico Banking
corporation (“Lender”) and Inyx, Inc., a Nevada corporation and Inyx USA Ltd.
and Isle of Man corporation(“Borrowers”).




RECITALS




1. Lender
and Borrowers executed a Loan And Security Agreement, dated as of March 31,
2005(the “Loan Agreement”).

 

2. Lender
and Borrowers wish to amend the Loan Agreement as provided herein.

 

NOW
THEREFOR, in consideration of the premises and for other good and valuable
consideration, receipt of which is acknowledged the parties hereto agree as
follows: 

 

1. Term
Loans. Section
2.3(f) of the Loan Agreement is amended to read as follows:

 

(f) (i)
Borrower may make “Voluntary Prepayments” of up to $9,300,000 of the Term Loans
not more often than quarterly, in integral multiples of $100,000, without
premium or penalty but only under the following terms and
conditions:

 

(A) as of
both the date of notice of intent to make such Voluntary Prepayment and the date
of making of such prepayment and after giving effect thereto, no Event of
Default or act, condition or event which with the giving of notice or passage of
time or both would constitute an Event of Default shall exist or have occurred,
including a failure to comply with any of the provisions of Section 9.14, 9.16,
9.15 or 9.17 hereof,

 

(B) as of
both the date of notice of intent to make such Voluntary Prepayment and the date
of making of such prepayment and after giving effect thereto, Borrower shall be
Solvent;

 

(C)
Borrower shall have given Lender at least ten (10) Business Days prior written
notice of its intent to make the Voluntary Prepayment, stating the amount of
such Voluntary Prepayment and the date on which such
Voluntary Prepayment is to be made;

(D) As
long as any portion of Term loan D is outstanding all mandatory prepayments
required to be made in respect of Term Loan D, pursuant to Section 2.3(d)
hereof, shall have been made; and

 

(E) As
long as any portion of Term loan D is outstanding the amount of all Voluntary
Prepayments made in any twelve (12) month rolling period may not exceed twenty
five percent(25%) of Borrowers’ Excess Cash Flow for such twelve (12) month
rolling period and after Term Loan D shall have been paid in full the amount of
all Voluntary Prepayments made in any twelve (12) month rolling period may not
exceed fifty percent (50%) of Borrowers’ Excess Cash Flow for such twelve (12)
month rolling period.

 




















(ii)
Borrower may make Voluntary Prepayment in excess of $9,300,000, not more often
than quarterly, in integral multiples of $100,000; but only under the same terms
and conditions specified in Section 2.3(f)(i)(A) through(E) hereof; provided that, all
such Voluntary Prepayments shall be subject to the early termination fees
specified in Section 3.8 hereof.

 

(iii) All
Voluntary Prepayments shall be applied to those of the Term Loans as determined
by Lender and to payments falling due in inverse order of maturity.

 

2.
Restricted
Junior Payments. Section
9.19 of the Loan Agreement is amended to read as follows: 

 

9.19
Restricted
Junior Payments. (a)
Borrower shall not, directly or indirectly, make, or agree to make, any
Restricted Junior Payment.




3.
Full
Force and Effect. Except
to the extent specifically amended herein, all of the terms, provisions,
conditions, covenants, representations and warranties contained in the Loan
Agreement shall be and remain in full force and effect and the same are hereby
ratified and confirmed.




4.
Meaning
of Certain Terms.
Capitalized terms used herein that are defined in the Loan Agreement and not
otherwise defined herein shall have the respective meanings prescribed in the
Loan Agreement.




IN
WITNESS WHEREOF the parties have caused this First Amendment to Loan and
Security Agreement to be executed at San Juan, Puerto Rico as of the date first
above written, by officers thereunto duly authorized.

 


	 	 	 
	 	Westernbank Puerto
      Rico
	 
 	 
 	 
 
	Date: 	By:  	/s/ Miguel
  Vazquez
	 	
      
      

      

      Miguel
      Vazquez,
President,
Business
      Credit Division

	 	










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	Attest:	Inyx, Inc.
		 
 	 
 
	
      Rima Goldshmidt
	By:  	/s/ Jack
      Kachkar
	
      
      

      
Secretary	
      

      Jack Kachkar
	(Seal)	Chairman of the Board And Chief
      Executive Officer



 


	 	 	 
	 	 
	Attest:	Inyx USA,
  Ltd.
	 
 	 
 	 
 
	
      Rima Goldshmidt
	By:  	/s/ Jack Kachkar
	
      
      

      Secretary
	
      

      Jack Kachkar
	(Seal)	Director









 


CODE:
FIRST AMEND-L&S.AGR-1

 







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