EXHIBIT 10.1 

EIGHTH AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT 

     This Eighth
Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”)
is entered into as of November 28, 2011, by and between COMERICA BANK (“Bank”)
and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC.
(each a “Borrower” and collectively, “Borrowers”). 

RECITALS 

    
Borrowers and Bank are parties to that certain Amended and Restated Loan
and Security Agreement dated as of March 6, 2008, as amended from time to time,
including by that certain First Amendment to Amended and Restated Loan and
Security Agreement dated as of July 30, 2008, that certain Second Amendment to
Amended and Restated Loan and Security Agreement dated as of December 31, 2008,
that certain Third Amendment to Amended and Restated Loan and Security Agreement
dated as of June 19, 2009, that certain Fourth Amendment to Amended and Restated
Loan and Security Agreement dated as of October 23, 2009, that certain Fifth
Amendment to Amended and Restated Loan and Security Agreement dated as of May 6,
2010, that certain Sixth Amendment to Amended and Restated Loan and Security
Agreement dated as of September 15, 2010 and that certain Seventh Amendment to
Amended and Restated Loan and Security Agreement dated as of August 31, 2011
(collectively, the “Agreement”). The parties desire to amend the Agreement in
accordance with the terms of this Amendment. 

    
NOW, THEREFORE, the parties agree as follows: 

    
1. Section
6.7 of the Agreement hereby is amended and restated in its entirety to read as
follows: 

              
“6.7 Financial
Covenants. Borrowers shall at all times
maintain the following financial ratios and covenants: 

              
(a) Three Month EBITDA. Measured monthly on a trailing three (3) month basis, EBITDA
of not less than the following for the applicable periods: 


	Measuring Period Ending	Minimum Trailing Three (3) month EBITDA
	 	
	10/31/11	($250,000	)
	 		
	11/30/11	$300,000	
	 		
	12/31/11	($350,000	)
	 		
	1/31/2012 and thereafter	$200,000	
	 		


    
”


    
2. Exhibit
C to the Agreement is hereby replaced with Exhibit C attached hereto.


    
3. No
course of dealing on the part of Bank or its officers, nor any failure or delay
in the exercise of any right by Bank, shall operate as a waiver thereof, and any
single or partial exercise of any such right shall not preclude any later
exercise of any such right. Bank’s failure at any time to require strict
performance by a Borrower of any provision shall not affect any right of Bank
thereafter to demand strict compliance and performance. Any suspension or waiver
of a right must be in writing signed by an officer of Bank. 

    
4. Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall be and remain
in full force and effect in accordance with its respective terms and hereby is
ratified and confirmed in all respects. Except as expressly set forth herein,
the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right,
power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof. 







     5. Each Borrower represents and
warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this
Amendment, and that, except as expressly waived hereby, no Event of Default has
occurred and is continuing.

    
6. As a
condition to the effectiveness of this Amendment, Bank shall have received, in
form and substance satisfactory to Bank, the following: 

              
(a) this
Amendment, duly executed by each Borrower; 

              
(b) an
amendment fee in the amount of Three Thousand Five Hundred Dollars ($3,500);


              
(c) all
reasonable Bank Expenses incurred through the date of this Amendment, which may
be debited from any of Borrowers’ accounts; and 

              
(d) such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate. 

    
7. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.








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

	 	LYRIS, INC.
		 
		By:	/s/
      Wolfgang Maasberg
		 	
		Title:  	Chief Executive
    Officer
		 
		 
		LYRIS TECHNOLOGIES
      INC.
		 
		By:	/s/
      Wolfgang Maasberg
		 	
		Title: 	Chief Executive
    Officer
		 
		 
		COMMODORE RESOURCES
      (NEVADA), INC.
		 
		By:	/s/
      Wolfgang Maasberg
		 	
		Title: 	Assistant
  Secretary
		 
		 
		COMERICA BANK
		 
		By:	/s/Philip Koblis
		 	
		Title: 	Senior Vice
  President



 

 

 

 

 

 

 

[Signature Page to Eighth Amendment to Amended and Restated Loan and
Security Agreement] 






EXHIBIT C 

COMPLIANCE CERTIFICATE


	TO:	      	COMERICA
    BANK
			 
	FROM:	 	LYRIS INC., for itself
      and on behalf of all Borrowers



     The undersigned
authorized officer of LYRIS, INC., for itself and on behalf of all Borrowers,
hereby certifies that in accordance with the terms and conditions of the Loan
and Security Agreement between Borrowers and Bank (the "Agreement"), (i) Each
Borrower is in complete compliance for the period ending _______________ with
all required covenants except as noted below and (ii) all representations and
warranties of each Borrower stated in the Agreement are true and correct as of
the date hereof. Attached herewith are the required documents supporting the
above certification. The Officer further certifies that these are prepared in
accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. 

Please indicate compliance status by
circling Yes/No under "Complies" column. 


	Reporting
      Covenant	           
    	Required		Complies
	Monthly financial statements		Monthly within 30 days		Yes	     	No
	10K		Within 90 days of fiscal year end		Yes		No
	10Q		Within 45 days of quarter end		Yes		No
	Borrowing Base Cert, A/R
      & A/P Agings		Monthly within 30 days		Yes		No
	Compliance Cert.		Monthly within 30 days	 	Yes		No
	A/R Audit		Semi-Annual		Yes		No
	IP
      Report		Quarterly within 45 days		Yes	 	No
	Total amount of Borrowers'
      cash and		Amount:  	$	            
       	      		 	      	Yes		No
	investments									 		
	Total amount of Borrowers' cash and		Amount:	$				 		Yes		No
	investments maintained with Bank											
	 
	Financial
      Covenant	 	Required	Actual		Complies
	Minimum 3-Month EBITDA		See
      attached chart    	$	              		Yes		No




	Comments Regarding Exceptions: See Attached.	  
    	BANK USE ONLY		     
		      
	 						
	Sincerely,		Received by:	 	
	                    
    		                    
    			AUTHORIZED SIGNER 	
	 				Date:	 	
		SIGNATURE				 	
		 	 		Verified:	 	
	 	TITLE				AUTHORIZED SIGNER  	
					Date:	 	
			 	 	 	 	 	 	 	 	 	
		DATE		 	Compliance
Status	Yes	 	No	 









Minimum Trailing 3 month EBITDA
Requirements 

	Measuring Period Ending	Minimum Trailing Three (3) month
  EBITDA
	 	
	10/31/11	($250,000	)
	 		
	11/30/11	$300,000	
	 		
	12/31/11	($350,000	)
	 		
	1/31/2012 and thereafter	$200,000