EX-10.1






Exhibit 10.1




MODIFICATION AGREEMENT

GE Capital Account Numbers

4139750-003, 004, 008, 009, 010, 014.




THIS MODIFICATION AGREEMENT (“Modification Agreement”) is made and entered into as of this
31st day of October, 2006, by and between GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a
Delaware corporation with a place of business at 83 Wooster Heights Road, 5th Floor,
Danbury, CT 06810 and Neose Technologies, Inc. (“Debtor”) a Delaware corporation located at 102
Witmer Road, Horsham, PA 19044.



RECITALS




WHEREAS GE Capital, and Debtor entered into a Master Security Agreement dated as of December
19, 2002, as amended on December 19, 2002, (“Loan Agreement”) for the purpose of providing
equipment financing to Debtor. Debtor and GE Capital entered into six promissory notes under the
terms of the Loan Agreement (collectively, the “Notes”) under which GE Capital advanced to the
Debtor the aggregate sum of Six Million Twelve Thousand Eight Hundred Twenty-Six and Fifty-Eight
cents ($6,012,826.58) with current aggregate monthly payments of One Hundred Sixty Thousand Two
Hundred Seventy-Two and Seventy-Eight cents ($160,272.78) payable in arrears from the commencement
date of each Note. Debtor’s obligations under the Loan Agreement are secured by a lien on all
equipment identified on the Notes (“Collateral”);



WHEREAS Debtor has requested that GE Capital modify Debtor’s payment obligations under the
Notes;



WHEREAS GE Capital is willing to modify Debtor’s obligations as requested according to the
terms and subject to the conditions set forth below.



NOW THEREFORE, in consideration of these premises and the covenants contained herein and for
other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties hereby agree as follows:



I. ACKNOWLEDGMENTS, REPRESENTATIONS AND COVENANTS: Debtor represents, acknowledges,
warrants and covenants to GE Capital that:



1) The recitals set forth above are true and accurate;




	 	2)	 	Debtor has duly executed the Loan Agreement, the Notes, and all other
documents related to the financing of the Equipment (the “Loan Documents”) and such
Loan Documents set forth continuing obligations of Debtor, enforceable against Debtor
in accordance with their respective terms;






	 	3)	 	Debtor has adequate power and capacity to enter into this Modification
Agreement;






	 	4)	 	The entry into and performance by Debtor of its obligations under this
Modification Agreement, and the Loan Documents do not (i) violate any judgment,
order, law or regulation applicable to Debtor; or (ii) result in any breach of,
constitute a default under or result in the creation of any lien, charge, security
interest or other encumbrance upon any unit of Equipment pursuant to any indenture,
financing agreement, deed of trust, bank loan or credit agreement or other instrument
to which Debtor is a party;






	 	5)	 	There are no suits or proceedings pending, to Debtor’s knowledge,
threatened in court or before any regulatory commission, board or other
administrative governmental agency against or affecting Debtor, which would
reasonably be expected to have a material adverse effect on the ability of Debtor to
fulfill its obligations under this Modification Agreement, and the Loan Documents;






	 	6)	 	The most recent financial statements of Debtor delivered to GE Capital
accurately present the financial position of Debtor, as of the date of such
statements, and there has been no material adverse change in the financial condition
of Debtor since the date of such financial statements;






	 	7)	 	Notwithstanding any provision of this Modification Agreement to the
contrary, Debtor will continue to fulfill any and all of its duties and obligations
under the Loan Documents, except as those duties and obligations are modified by this
Modification Agreement;






	 	8)	 	As of September 1, 2006, after the scheduled monthly payment, there is an
aggregate outstanding balance (including principal and interest) on the Notes of Two
Million Nine Hundred Thirty Thousand Six Hundred Ninety-One and 29/100 Dollars
($2,930,691.29) along with any unpaid interest remaining to be paid thereon (the
“Account Balance”).





II. MODIFICATION:




	 	1)	 	The payment schedule and interest rate of the Notes is modified, effective
as of the date of this Modification Agreement, as follows:






	 	(a)	 	The monthly installment on the Note dated September 17,
2003 is Twelve Thousand Five Hundred Eighty and Thirty-Two Cents
($12,580.32) and the next installment is due and payable on October 1, 2006
with monthly payments on the 1st of each month thereafter with a
final installment on June 1, 2007 in the amount of the then outstanding
principal and all accrued but unpaid interest.






	 	(b)	 	The monthly installment on the Note dated December 18,
2003 is Twenty-Six Thousand Nine Hundred Forty and Seventy-Seven Cents
($26,940.77) and the next installment is due and payable on October 1, 2006
with monthly payments on the 1st of each month thereafter with a
final installment on December 1, 2006 the amount of the then outstanding
principal and all accrued but unpaid interest.






	 	(c)	 	The monthly installment on the Note dated March 30, 2004
is Eighteen Thousand Six Hundred Twenty-One and Thirty-Four Cents
($18,621.34) and the next installment is due and payable on October 1, 2006
with monthly payments on the 1st of each month thereafter with
the final installment on December 1, 2007 in the amount of the then
outstanding principal and all accrued but unpaid interest.






	 	(d)	 	The monthly installment on the Note dated August 20, 2004
is Nineteen Thousand Five Hundred Ninety-Three and Fifty-Five Cents
($19,593.55) and the next installment is due and payable on October 1, 2006
with monthly payments on the 1st of each month thereafter with
the final installment on September 1, 2008 in the amount of the then
outstanding principal and all accrued but unpaid interest.






	 	(e)	 	The monthly installment on the Note dated December 16,
2004 is Sixteen Thousand One Hundred Seventy-One and Seventy-Nine Cents
($16,171.79) and the next installment is due and payable on October 1, 2006
with monthly payments on the 1st of each month thereafter with
the final installment, which shall be in the amount of the total outstanding
principal and interest, due on May 1, 2008.






	 	(f)	 	The monthly installment on the Note dated July 5, 2005 is
Eleven Thousand Fifty-Two and Ninety-Two Cents ($11,052.92) and the next
installment is due and payable on October 1, 2006 with monthly payments on
the 1st of each month thereafter with the final installment on
September 1, 2008 in the amount of the then outstanding principal and all
accrued but unpaid interest.





III. REMAINING TERMS TO CONTINUE IN EFFECT




	 	1)	 	Except as expressly modified above, all conditions and terms of the Note
and Master Security Agreement shall continue in full force and effect.






	 	2)	 	If this Modification Agreement is deemed unenforceable in any respect, the
Note and Master Security Agreement shall be enforceable in accordance with their
original terms and conditions as if this Modification Agreement had never been
executed.






	 	3)	 	It is the intention of the parties hereto to comply with all applicable
usury laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Modification Agreement, the Note or Master Security Agreement, in no
event shall any of the foregoing require the payment or permit the collection of
interest in excess of the maximum amount permitted by applicable law. If any such
excess interest is contracted for, charged or received thereunder, or in the event
that all of the Account Balance shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under this
Modification Agreement, the Note or Master Security Agreement shall exceed the
maximum amount of interest permitted by applicable law, then in such event (a) the
provisions of this Section shall govern and control, (b) neither Debtor nor any other
person or entity now or thereafter liable for the payments shall be obligated to pay
the amount of such interest to the extent that it is in excess of the maximum amount
of interest permitted by applicable law, (c) any such excess which may have been
collected shall be either applied as a credit against the then unpaid Account Balance
or refunded to the party having paid same, at the option of GE Capital, and (d) the
effective rate of interest shall be automatically reduced to the maximum lawful
contract rate allowed under applicable law as now or hereafter construed by the
courts having jurisdiction thereof.






	 	4)	 	Any payment received from Debtor may be applied by GE Capital at any time
against any obligation due and owing by Debtor under the Notes or Master Security
Agreement, in GE Capital’s sole discretion, notwithstanding any statement appearing
on or referred to in any remittance from Debtor or any prior application of such
payment. In the event any bankruptcy proceedings are instituted by or against Debtor
under any applicable bankruptcy law within 90 days after receipt by GE Capital of any
such payment, such payment shall be deemed applicable to unpaid obligations then due
hereunder in the inverse order of maturity.






	 	5)	 	Debtor hereby certifies, agrees and acknowledges that the Equipment is
installed and fully operational and is now and will continue to be used and in the
conduct of Debtor’s business.






	 	6)	 	This Modification Agreement shall be binding upon and shall inure to the
benefit of all the parties hereto and their respective administrators, successors and
permitted assigns.






IN WITNESS WHEREOF, the parties hereto have executed this Modification Agreement and have
caused this Modification Agreement to be executed by their respective duly authorized
representatives as of the day first above-written.



NEOSE TECHNOLOGIES, INC.



By: /s/ A. Brian Davis     

Title: Senior Vice President and CFO




GENERAL ELECTRIC CAPITAL CORPORATION



By: /s/ John Edel     

Title: SVP