Exhibit 10.1


FIFTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT


This Fifth
Amendment to Loan and Security Agreement (this “Amendment”) is entered into as
of March 31, 2007, by and between COMERICA BANK (“Bank”) and COMMODORE
RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC., UPTILT INC., MCC NEVADA,
INC.,  CLICKTRACKS ANALYTICS, INC.,
ADMIRAL MANAGEMENT COMPANY and J.L. HALSEY CORPORATION (each a “Borrower” and
collectively, “Borrowers”).


RECITALS


COMMODORE
RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC., UPTILT INC., MCC NEVADA,
INC.,  CLICKTRACKS ANALYTICS, INC. and
Bank are parties to that certain Loan and Security Agreement dated as of
October 4, 2005, as amended from time to time including by that certain First
Amendment to Loan and Security Agreement dated as of April 25, 2006,  that certain Second Amendment to Loan and
Security Agreement dated as of August 18, 2006, that certain Third Amendment to
Loan and Security Agreement dated as of November 30, 2006 and that certain
Fourth Amendment to Loan and Security Agreement dated as of January 30, 2007
(the “Agreement”).  The parties desire to
amend the Agreement in accordance with the terms of this Amendment to, among
other things, add ADMIRAL MANAGEMENT COMPANY and J.L. HALSEY CORPORATION as
co-borrowers.


NOW, THEREFORE, the parties agree as follows:


1.             All references in the
Loan Documents to the term “Borrowers” shall hereafter mean and refer to
COMMODORE RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC., UPTILT INC., MCC
NEVADA, INC.,  CLICKTRACKS ANALYTICS,
INC., ADMIRAL MANAGEMENT COMPANY and J.L. HALSEY CORPORATION, and each such
entity shall individually be referred to as a Borrower under the Loan
Documents.


2.             All references in the
Loan Documents to the terms “Guarantors” are hereby deleted in their entirety.


3.             The following defined
terms in Section 1.1 of the Agreement hereby are added, amended or restated as
follows:


“ACH Sublimit” means a
sublimit for Automated Clearing House transactions under the Revolving Line not
to exceed Five Hundred Thousand Dollars ($500,000), minus any amounts
outstanding under the Foreign Exchange Sublimit and the Letter of Credit
Sublimit.


“Applicable Unused Fee
Percentage” means (i) one fifth of one percent (0.20%) if the Senior
Debt/EBITDA ratio calculated pursuant to Section 6.7(c) hereof is less than or
equal to 1.00 to 1.00 for the most recently ended measuring period, (ii) one
quarter of one percent (0.25%) if the Senior Debt/EBITDA ratio calculated
pursuant to Section 6.7(c) hereof is greater than 1.00 to 1.00 but less than or
equal to 1.75 to 1.00 for the most recently ended measuring period, and (iii)
three tenths of one percent (0.30%) if the Senior Debt/EBITDA ratio calculated
pursuant to Section 6.7(c) hereof is greater than 1.75 to 1.00 but less than or
equal to 2.50 to 1.00 for the most recently ended measuring period.


“EBITDA” means earnings
of Borrowers before interest, taxes, depreciation, amortization and non-cash
stock compensation expense plus any cash or non-cash expenses related to
discontinued operations (provided that any such cash expenses shall be capped
at Two Hundred Thousand Dollars ($200,000).


“Excess Cash Flow” means
EBITDA less working capital changes, capital expenditures, cash taxes paid,
cash interest expenses paid, required principal payments on all Indebtedness to
Bank hereunder and payments made with respect to Subordinated Debt that are
permitted hereunder.



 1
 









“Foreign Exchange
Sublimit” means a sublimit for FX Contracts under the Revolving Line not to
exceed Five Hundred Thousand Dollars ($500,000), minus any amounts outstanding
under the ACH Sublimit and the Letter of Credit Sublimit.


“Indebtedness” means
(a) all indebtedness for borrowed money or the deferred purchase price of
property or services, including without limitation reimbursement and other
obligations with respect to surety bonds and letters of credit, (b) all
obligations evidenced by notes, bonds, debentures or similar instruments,
(c) all capital lease obligations, (d) all Contingent Obligations,
and (e) all obligations arising under the ACH Sublimit and Foreign
Exchange Sublimit, if any.


“Letter of Credit” means
a commercial or standby letter of credit or similar undertaking issued by Bank
at Borrower’s request in accordance with Section 2.1(b)(iv).


“Letter of Credit
Sublimit” means a sublimit for Letters of Credit under the Revolving Line not
to exceed Five Hundred Thousand Dollars ($500,000), minus any amounts
outstanding under the ACH Sublimit and the Foreign Exchange Sublimit.


“Liquidity” means a ratio
of Cash held at Bank plus availability under the Revolving Line.


“Parent” means
J.L. Halsey Corporation.


“Permitted Transfer”
means the conveyance, sale, lease, transfer or disposition by a Borrower or any
Subsidiary of:


(a)           Inventory in the
ordinary course of business;


(b)           licenses and similar
arrangements for the use of the property of a Borrower or its Subsidiaries in
the ordinary course of business;


(c)           cash to Subsidiaries
who are not Borrowers hereunder in an aggregate amount not to exceed Three
Million Two Hundred Thousand Dollars ($3,200,000) to be used in connection with
the Hot Banana Acquisition and to be used for such Subsidiaries working capital
on a going forward basis;


(d)           cash to foreign
Subsidiaries who are not Borrowers hereunder in an aggregate amount not to exceed
Five Hundred Thousand Dollars ($500,000) in the aggregate per year to be used
for such Subsidiaries working capital;


(e)           any property to a
Borrower;


(f)            worn-out or obsolete
Equipment; or


(g)           other assets of
Borrowers and their Subsidiaries that do not in the aggregate exceed Two
Hundred Fifty Thousand Dollars ($250,000) during any fiscal year.


“Revolving Line” means a
Credit Extension of up to Fifteen Million Dollars ($15,000,000) inclusive of
any amounts outstanding under the Letter of Credit Sublimit, the ACH Sublimit
and the Foreign Exchange Sublimit; provided however that availability under the
Revolving Line shall be reduced on the last day of each month beginning on
April 30, 2007 by Two Hundred Eight Thousand Three Hundred Thirty Three
and 33/100 Dollars ($208,333.33) per month through the Revolving Maturity Date.


“Revolving Maturity Date”
means March 31, 2012.



 2
 









4.             Section
2.1(b) of the Agreement is hereby amended and restated in its entirety to read
as follows:


“(b)         Advances Under
Revolving Line.


(i)            Amount.  Subject to and upon the terms and conditions
of this Agreement (1) Borrowers may request one or more Advances in an
aggregate outstanding amount not to exceed the Revolving Line, less any amounts
outstanding under the Letter of Credit Sublimit, the Foreign Exchange Sublimit
and the ACH Sublimit and (2) amounts borrowed pursuant to this Section 2.1(b)
may be repaid and reborrowed at any time prior to the Revolving Maturity Date,
at which time all Advances under this Section 2.1(b) shall be immediately due
and payable.  Borrowers may prepay and
reborrow any Advances without penalty or premium.


(ii)           Excess Cash Flow
Recapture.  Within three (3) Business
days of receipt of quarterly SEC financial statements for each fiscal quarter
during which Advances are outstanding, Borrowers shall pay to Bank an amount
equal to seventy five percent (75%) of their Excess Cash Flow for the
immediately preceding fiscal quarter. 
This Excess Cash Flow payment will be allocated to reduce the amount of
outstanding Advances.


(iii)          Form of Request.  Whenever Borrowers desire an Advance,
Borrowers will notify Bank by email or facsimile transmission or telephone no
later than 3:00 p.m. Pacific time (1:00 p.m. Pacific time for wire transfers),
on the Business Day that the Advance is to be made.  Each such notification shall be promptly
confirmed by a Payment/Advance Form in substantially the form of Exhibit B
hereto.  Bank is authorized to make Advances
under this Agreement, based upon instructions received from a Responsible
Officer or a designee of a Responsible Officer, or without instructions if in
Bank’s discretion such Advances are necessary to meet Obligations which have
become due and remain unpaid.  Bank shall
be entitled to rely on any telephonic notice given by a person who Bank
reasonably believes to be a Responsible Officer or a designee thereof, and
Borrowers shall indemnify and hold Bank harmless for any damages or loss
suffered by Bank as a result of such reliance. 
Bank will credit the amount of Advances made under this Section 2.1(b)
to Borrowers’ deposit account.


(iv)          Letter of Credit
Sublimit. Subject to the availability under the Revolving Line, and in
reliance on the representations and warranties of Borrowers set forth herein,
at any time and from time to time from the date hereof through the Business Day
immediately prior to the Revolving Maturity Date, Bank shall issue for the
account of a Borrower such Letters of Credit as Parent may request by
delivering to Bank a duly executed letter of credit application on Bank’s
standard form; provided, however, that the outstanding and undrawn amounts
under all such Letters of Credit (i) shall not at any time exceed the Letter of
Credit Sublimit, and (ii) shall be deemed to constitute Advances for the
purpose of calculating availability under the Revolving Line.  Any drawn but unreimbursed amounts under any
Letters of Credit shall be charged as Advances against the Revolving Line.  All Letters of Credit shall be in form and
substance acceptable to Bank in its sole discretion and shall be subject to the
terms and conditions of Bank’s form application and letter of credit
agreement.  Borrowers shall pay any
standard issuance and other fees that Bank notifies Parent it will charge for
issuing and processing Letters of Credit.


(v)           ACH Sublimit.  Subject to the terms and conditions of this
Agreement, Borrowers may request ACH origination services by delivering to Bank
a duly executed ACH application on Bank’s standard form; provided, however,
that the total amount of the ACH processing reserves shall not exceed, and
availability under the Revolving Line shall be reduced by, the ACH
Sublimit.  In addition, Bank may, in its
sole discretion, charge as Advances any amounts that become due or owing to
Bank in connection with the ACH services. 
If Borrowers have not secured to Bank’s satisfaction their obligations
with respect to any ACH origination services by the Revolving Maturity Date,
then, effective as of such date, the balance in any deposit accounts held by
Bank and the certificates of deposit issued by Bank in a Borrower’s name (and
any interest paid thereon or proceeds thereof, including any amounts payable
upon the maturity or liquidation of such certificates), shall automatically
secure such obligations to the extent of the then outstanding ACH origination
services.  Borrowers authorize Bank to
hold such balances in pledge and to decline to honor any drafts thereon or any
requests by a Borrower or any other Person to pay or otherwise transfer any
part of such balances for so long as the ACH origination services
continue.  Bank, upon request by
Borrower, shall release any such balances to the extent they exceed the then
outstanding ACH liabilities.



 3
 









(vi)          Foreign Exchange
Sublimit.  Subject to and upon the
terms and conditions of this Agreement and any other agreement that a Borrower
may enter into with the Bank in connection with foreign exchange transactions (“FX
Contracts”), Parent may request Bank to enter into FX Contracts with a Borrower
due not later than the Revolving Maturity Date. 
Borrowers shall pay any standard issuance and other fees that Bank
notifies Parent will be charged for issuing and processing FX Contracts for
such Borrower.  The FX Amount shall at
all times be equal to or less than the Foreign Exchange Sublimit.  The “FX Amount” shall equal the amount
determined by multiplying (i) the aggregate amount, in United States Dollars,
of FX Contracts between a Borrower and Bank remaining outstanding as of any
date of determination by (ii) the applicable Foreign Exchange Reserve
Percentage as of such date.  The “Foreign
Exchange Reserve Percentage” shall be a percentage as  determined by Bank, in its sole discretion
from time to time.  The initial Foreign
Exchange Reserve Percentage shall be fifty percent (50%).


(vii)         Collateralization of
Obligations Extending Beyond Maturity. 
If Borrowers have not secured to Bank’s satisfaction its obligations
with respect to any Letters of Credit, ACH origination services, or
FX Contracts by the Revolving Maturity Date, then, effective as of such
date, the balance in any deposit accounts held by Bank and the certificates of
deposit or time deposit accounts issued by Bank in a Borrower’s name (and any
interest paid thereon or proceeds thereof, including any amounts payable upon
the maturity or liquidation of such certificates or accounts), shall
automatically secure such obligations to the extent of the then continuing or
outstanding and undrawn Letters of Credit, ACH origination services, or
FX Contracts.  Each Borrower
authorizes Bank to hold such balances in pledge and to decline to honor any
drafts thereon or any requests by Borrower or any other Person to pay or
otherwise transfer any part of such balances for so long as the Letters of
Credit, ACH origination services, or FX Contracts are outstanding or
continue.  Bank shall, upon request by
Borrowers, release any such balances to the extent they exceed then outstanding
and undrawn Letters of Credit, ACH liabilities and FX Contracts.


5.             Section
2.5(b) of the Agreement is hereby amended and restated in its entirety to read
as follows:


“(b)         Unused Fee.  A fee equal to a
percentage equal to the Applicable Unused Fee Percentage of the difference
between the amount then available under the Revolving Line pursuant to Section
2.1(b)(i) and the average daily balance outstanding thereunder during the term
hereof, paid quarterly in arrears on an annualized basis, which shall be
nonrefundable; and”


6.             A new Section 2.5(c)
is hereby added to the Agreement as follows:


“(c)         Bank Expenses.  On the Closing Date, all Bank Expenses
incurred through the Closing Date, and, after the Closing Date, all Bank
Expenses as and when they become due.”


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


“Financial Covenants.  Borrowers and their Subsidiaries, on
consolidated basis, shall at all times maintain the following financial ratios
and covenants:


(a)           Fixed Charge
Coverage.  Measured on a monthly
basis, a ratio of annualized rolling three-month EBITDA minus cash taxes and
Capitalized Expenditures to the sum of cash interest expense plus the current
portion of all Indebtedness to Bank of at least 1.25 to 1.00.


(b)           EBITDA.  Measured monthly on a rolling three-month
basis, an EBITDA of not less than (i) One Million Five Hundred Thousand Dollars
($1,500,000) for the measuring periods ending March 31, 2007 through August 31,
2007, (ii) One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) for
the measuring periods ending September 30, 2007 through February 28, 2008 and
(iii) Two Million Dollars ($2,000,000) at all times thereafter.


(c)           Senior Debt to
EBITDA.  Measured on a monthly basis,
a ratio of all outstanding Obligations to EBITDA calculated on an annualized
rolling three-month basis of not greater than: 



 4
 









(i) 2.50 to 1.00 for the measuring periods ending
March 31, 2007 through February 28, 2008 and (ii) 2.00 to 1.00 at all times
thereafter.


(d)           Liquidity.
Measured monthly, a Liquidity of not less than (i) Two Million Dollars
($2,000,000) for the measuring periods ending March 31, 2007 through August 31,
2007 and (ii) One Million Dollars ($1,000,000) at all times thereafter.


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


9.             Exhibit D to the
Agreement is hereby replaced with Exhibit D attached hereto.


10.           J.L. HALSEY CORPORATION
and ADMIRAL MANAGEMENT COMPANY have executed those certain Unconditional
Guaranties and Third Party Security Agreements in favor of Bank, each dated as
of October 4, 2005 (the “Guaranty Documents”). 
Upon J.L. HALSEY CORPORATION and ADMIRAL MANAGEMENT COMPANY becoming
co-borrowers under the Agreement upon the execution hereof, the Guaranty
Documents shall be terminated and shall no longer be of force or effect.


11.           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 Borrowers 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.


12.           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.


13.           Each Borrower
represents and warrants that the Representations and Warranties contained in
the Agreement are true and correct in all material respects as of the date of
this Amendment, and that no Event of Default has occurred and is continuing.


14.           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)           a Certificate of the
Secretary of each Borrower with respect to incumbency and resolutions
authorizing the execution and delivery of this Amendment;


(c)           a commitment fee in the
amount of $75,000, which may be debited from any of Borrower’s accounts;


(d)           an agreement to provide
insurance;


(e)           a subordination
agreement executed by THE JOHN BUCKMAN AND JAN HANFORD TRUST;


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


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



 5
 









15.           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.



 6
 









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


	
  

  	
  COMMODORE RESOURCES (NEVADA), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. McDonald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LYRIS TECHNOLOGIES INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO & President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UPTILT RESOURCES INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Luis Rivera

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO & President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MCC NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. McDonald

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLICKTRACKS ANALYTICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.L. HALSEY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Luis Rivera

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO & President

  
	
   

  	
   

  
	
   

  	
  ADMIRAL MANAGEMENT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. McDonald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  
				



 


[Borrower
Signature Page to Fifth Amendment to Loan & Security Agreement]



 7
 









 


	
  

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Philip Koblis

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  /s/ First Vice President

  



 


[Bank
Signature Page to Fifth Amendment to Loan & Security Agreement]



 8
 









EXHIBIT C


COMPLIANCE CERTIFICATE


	
  TO:

  	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  COMMODORE RESOURCES (NEVADA), INC., for itself
  and on behalf of all Borrowers

  



 


The undersigned authorized
officer of COMMODORE RESOURCES (NEVADA), 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

  
	
  A/R & A/P
  Agings

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Compliance Cert.

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  A/R Audit

  	
   

  	
  Initial and Annual

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  IP Report

  	
   

  	
  Quarterly within 45 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Total amount of Borrowers’ cash and

  investments

  	
   

  	
  Amount: $                

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Total amount of Borrowers’ cash and

  investments maintained with Bank

  	
   

  	
  Amount: $                

  	
   

  	
  Yes

  	
   

  	
  No

  



 


	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Measured on a Monthly Basis:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum Senior Debt to EBITDA

  	
   

  	
   

  	
   

  	
         
  : 1.00

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Through 2/28/08

  	
   

  	
  2.50:1.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/1/08 and thereafter

  	
   

  	
  2.00:1.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum EBITDA

  	
   

  	
   

  	
   

  	
  $

  	
                       

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  3/1/07 through 8/31/07

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/1/07 through 2/28/08

  	
   

  	
  $

  	
  1,750,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/1/08 and thereafter

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Fixed Charge Coverage

  	
   

  	
  1.25 : 1.00

  	
   

  	
         
  : 1.00

  	
   

  	
  Yes

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Liquidity

  	
   

  	
   

  	
   

  	
  $

  	
                       

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  3/1/07 through 8/31/07

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/1/07 and thereafter

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  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

  	
   

  
														



 



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LIBOR
Addendum To Loan and Security Agreement


This Addendum to Loan and Security Agreement (this “Addendum”)
is entered into as of  March 31, 2007, by
and between COMERICA BANK (“Bank”) and COMMODORE RESOURCES (NEVADA), INC.,
LYRIS TECHNOLOGIES INC., UPTILT INC., MCC NEVADA, INC.,  CLICKTRACKS ANALYTICS, INC., ADMIRAL
MANAGEMENT COMPANY and J.L. HALSEY CORPORATION (collectively, “Borrower”). This
Addendum supplements the terms of the Loan and Security Agreement dated as of
October 4, 2005, as may subsequently be amended from time to time, including
but not limited to by that certain First Amendment to Loan and Security
Agreement dated as of April 25, 2006, 
that certain Second Amendment to Loan and Security Agreement dated as of
August 18, 2006, that certain Third Amendment to Loan and Security Agreement
dated as of November 30, 2006, that certain Fourth Amendment to Loan and
Security Agreement dated as of January 30, 2007 and that certain Fifth
Amendment to Loan and Security Agreement dated as of March 31, 2007


1.             Definitions.


a.                                       Advance.  As used herein, “Advance” means a borrowing
requested by Borrower and made by Bank under the Note, including a LIBOR Option
Advance and/or a Prime Rate Option Advance.


b.                                      Business
Day.  As used herein, “Business Day”
means any day except a Saturday, Sunday or any other day designated as a
holiday under Federal or California statute or regulation.


c.                                       LIBOR.  As used herein, “LIBOR” means the rate per
annum (rounded upward if necessary, to the nearest whole 1/8 of 1%) and
determined pursuant to the following formula:


	
  

  	
                      Base
  LIBOR

  
	
  LIBOR =

  	
  100% - LIBOR Reserve Percentage

  



 


(1)                                  “Base
LIBOR” means the rate per annum determined by Bank at which deposits for the
relevant LIBOR Period would be offered to Bank in the approximate amount of the
relevant LIBOR Option Advance in the inter-bank LIBOR market selected by Bank,
upon request of Bank at 10:00 a.m. California time, on the day that is the
first day of such LIBOR Period.


(2)                                  “LIBOR
Reserve Percentage” means the reserve percentage prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for “Eurocurrency
Liabilities” (as defined in Regulation D of the Federal Reserve Board, as
amended), adjusted by Bank for expected changes in such reserve percentage
during the applicable LIBOR Period.


d.                                      LIBOR
Business Day.  As used herein, “LIBOR
Business Day” means a Business day on which dealings in Dollar deposits may be
carried out in the interbank LIBOR market.


e.                                       LIBOR
Period.  As used herein, “LIBOR
Period” means, with respect to a LIBOR Option Advance:


(1)                                  initially,
the period commencing on, as the case may be, the date the Advance is made or
the date on which the Advance is converted to a LIBOR Option Advance, and
continuing for, in every case, a 30, 60, 90 or 180 day period thereafter so
long as the LIBOR Option is quoted for such period in the applicable interbank
LIBOR market, as such period is selected by Borrower in



 10
 









the notice of Advance as
provided in the Note or in the notice of conversion as provided in this Addendum;
and


(2)                                  thereafter,
each period commencing on the last day of the next preceding LIBOR Period
applicable to such LIBOR Option Advance and continuing for, in every case, a
30, 60, 90 or 180 day period  thereafter
so long as the LIBOR Option is quoted for such period in the applicable
interbank LIBOR market, as such period is selected by Borrower in the notice of
continuation as provided in this Addendum.


f.                                         Note.  As used herein, “Note” means the Loan and
Security Agreement dated as of October 4, 2005, as may subsequently be amended
from time to time, including but not limited to by that certain First Amendment
to Loan and Security Agreement dated as of April 25, 2006,  that certain Second Amendment to Loan and
Security Agreement dated as of August 18, 2006, that certain Third Amendment to
Loan and Security Agreement dated as of November 30, 2006, that certain Fourth
Amendment to Loan and Security Agreement dated as of January 30, 2007 and that
certain Fifth Amendment to Loan and Security Agreement dated as of March 31,
2007.


g.                                      Regulation D.  As used herein, “Regulation D” means
Regulation D of the Board of Governors of the Federal Reserve System as amended
or supplemented from time to time.


h.                                      Regulatory
Development.  As used herein, “Regulatory
Development” means any or all of the following: (i) any change in any law,
regulation or interpretation thereof by any public authority (whether or not
having the force of law); (ii) the application of any existing law,
regulation or the interpretation thereof by any public authority (whether or
not having the force of law); and (iii) compliance by Bank with any
request or directive (whether or not having the force of law) of any public
authority.


2.             Interest
Rate Options.  Borrower shall have
the following options regarding the interest rate to be paid by Borrower on
Advances under the Note as follows:


1) If the Senior Debt/EBITDA ratio in section 6.7(c)
of the Note is less than or equal to 1.00 to 1.00 for the most recently ended
measuring period then:


a.               A rate equal to
three and one quarter percent (3.25%) above Bank’s LIBOR, (the “LIBOR Option”),
which LIBOR Option shall be in effect during the relevant LIBOR Period; or


b.              A rate equal to one
half of one percent above (0.50%) the “Prime Rate” as referenced in the Note
and quoted from time to time by Bank as such rate may change from time to time
(the “Prime Rate Option”).


2) If the Senior Debt/EBITDA ratio in section 6.7(c)
of the Note is greater than 1.00 to 1.00 but less than or equal to 1.75 to 1.00
for the most recently ended measuring period then:


a.               A rate equal to
three and one half percent (3.50%) above Bank’s LIBOR, (the “LIBOR Option”),
which LIBOR Option shall be in effect during the relevant LIBOR Period; or


b.              A rate equal to
three quarters of one percent (0.75%) above the “Prime Rate” as referenced in
the Note and quoted from time to time by Bank as such rate may change from time
to time (the “Prime Rate Option”).; and


3) If the Senior Debt/EBITDA ratio in section 6.7(c)
of the Note is greater than 1.75 to 1.00 but



 11
 









less than or equal to 2.50 to 1.00 for the most
recently ended measuring period then:


c.               A rate equal to
three and three quarters percent (3.75%) above Bank’s LIBOR, (the “LIBOR Option”),
which LIBOR Option shall be in effect during the relevant LIBOR Period; or


d.              A rate equal to one
percent (1.00%) above the “Prime Rate” as referenced in the Note and quoted
from time to time by Bank as such rate may change from time to time (the “Prime
Rate Option”).


3.             LIBOR
Option Advance.  The minimum LIBOR
Option Advance will not be less than One Million and 00/100 Dollars
($1,000,000) for any LIBOR Option Advance.


4.             Payment
of Interest on LIBOR Option Advances. 
Interest on each LIBOR Option Advance shall be payable pursuant to the
terms of the Note.  Interest on such
LIBOR Option Advance shall be computed on the basis of a 360-day year and shall
be assessed for the actual number of days elapsed from the first day of the
LIBOR Period applicable thereto but not including the last day thereof.


5.             Bank’s
Records Re: LIBOR Option Advances. 
With respect to each LIBOR Option Advance, Bank is hereby authorized to
note the date, principal amount, interest rate and LIBOR Period applicable
thereto and any payments made thereon on Bank’s books and records (either manually
or by electronic entry) and/or on any schedule attached to the Note, which
notations shall be prima facie evidence of the accuracy of the information
noted.


6.             Selection/Conversion
of Interest Rate Options.  At the
time any Advance is requested under the Note and/or Borrower wishes to select
the LIBOR Option for all or a portion of the outstanding principal balance of
the Note, and at the end of each LIBOR Period, Borrower shall give Bank notice
specifying (a) the interest rate option selected by Borrower; (b) the
principal amount subject thereto; and (c) if the LIBOR Option is selected,
the length of the applicable LIBOR Period. 
Any such notice may be given by telephone so long as, with respect to each
LIBOR Option selected by Borrower, (i) Bank receives written confirmation
from Borrower not later than three (3) LIBOR Business Days after such
telephone notice is given; and (ii) such notice is given to Bank prior to
10:00 a.m., California time, on the first day of the LIBOR Period.  For each LIBOR Option requested hereunder,
Bank will quote the applicable fixed LIBOR Rate to Borrower at approximately
10:00 a.m., California time, on the first day of the LIBOR Period.  If Borrower does not immediately accept the
rate quoted by Bank, any subsequent acceptance by Borrower shall be subject to
a redetermination of the rate by Bank; provided, however, that if Borrower
fails to accept any such quotation as given, then the quoted rate shall expire
and Bank shall have no obligation to permit a LIBOR Option to be selected on
such day.  If no specific designation of
interest is made at the time any Advance is requested under the Note or at the
end of any LIBOR Period, Borrower shall be deemed to have selected the Prime
Rate Option for such Advance or the principal amount to which such LIBOR Period
applied.  At any time the LIBOR Option is
in effect, Borrower may, at the end of the applicable LIBOR Period, convert to
the Prime Rate Option.  At any time the
Prime Rate Option is in effect, Borrower may convert to the LIBOR OPTION, and
shall designate a LIBOR Period.


7.             Default
Interest Rate.  From and after the
maturity date of the Note, or such earlier date as all principal owing
hereunder becomes due and payable by acceleration or otherwise, the outstanding
principal balance of the Note shall bear interest until paid in full at an
increased rate per annum (computed on the basis of a 360-day year, actual days
elapsed) equal to five percent (5.00%) above the rate of interest from time to
time applicable to the Note.


8.             Prepayment.  In the event that the LIBOR Option is the
applicable interest rate for all or any part of the outstanding principal
balance of the Note, and any payment or prepayment of any such outstanding
principal balance of the Note shall occur on any day other than the last day of
the applicable LIBOR Period (whether voluntarily, by acceleration, required
payment, or otherwise), or if Borrower elects the LIBOR Option as the
applicable interest rate for all or any part of the outstanding principal
balance of the Note in accordance with the terms and conditions hereof, and,
subsequent to such election, but prior to the



 12
 









commencement of the applicable LIBOR Period, Borrower
revokes such election for any reason whatsoever, or if the applicable interest
rate in respect of any outstanding principal balance of the Note hereunder
shall be changed, for any reason whatsoever, from the LIBOR Option to the Prime
Rate Option prior to the last day of the applicable LIBOR Period, or if
Borrower shall fail to make any payment of principal or interest hereunder at
any time that the LIBOR Option is the applicable interest rate hereunder in
respect of such outstanding principal balance of the Note, Borrower shall
reimburse Bank, on demand, for any resulting loss, cost or expense incurred by
Bank as a result thereof, including, without limitation, any such loss, cost or
expense incurred in obtaining, liquidating, employing or redeploying deposits
from third parties.  Such amount payable
by Borrower to Bank may include, without limitation, an amount equal to the
excess, if any, of (a) the amount of interest which would have accrued on
the amount so prepaid, or not so borrowed, refunded or converted, for the
period from the date of such prepayment or of such failure to borrow, refund or
convert, through the last day of the relevant LIBOR Period, at the applicable
rate of interest for such outstanding principal balance of the Note, as
provided under this Note, over (b) the amount of interest (as reasonably
determined by Bank) which would have accrued to Bank on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market.  Calculation
of any amounts payable to Bank under this paragraph shall be made as though
Bank shall have actually funded or committed to fund the relevant outstanding
principal balance of the Note hereunder through the purchase of an underlying
deposit in an amount equal to the amount of such outstanding principal balance
of the Note and having a maturity comparable to the relevant LIBOR Period;
provided, however, that Bank may fund the outstanding principal balance of the
Note hereunder in any manner it deems fit and the foregoing assumptions shall
be utilized only for the purpose of the calculation of amounts payable under
this paragraph.  Upon the written request
of Borrower, Bank shall deliver to Borrower a certificate setting forth the
basis for determining such losses, costs and expenses, which certificate shall be
conclusively presumed correct, absent manifest error.  Any prepayment hereunder shall also be
accompanied by the payment of all accrued and unpaid interest on the amount so
prepaid.  Any outstanding principal
balance of the Note which is bearing interest at such time at the Prime Rate
Option may be prepaid without penalty or premium.  Partial prepayments hereunder shall be
applied to the installments hereunder in the inverse order of their maturities.


BY INITIALING BELOW, BORROWER ACKNOWLEDGE(S) AND
AGREE(S) THAT: (A) THERE IS NO RIGHT TO PREPAY ANY LIBOR OPTION ADVANCE,
IN WHOLE OR IN PART, WITHOUT PAYING THE PREPAYMENT AMOUNT SET FORTH HEREIN (“PREPAYMENT
AMOUNT”), EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW; (B) BORROWER
SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT AMOUNT IF BANK EXERCISES ITS
RIGHT TO ACCELERATE PAYMENT OF ANY LIBOR OPTION ADVANCE AS PART OR ALL OF THE
OBLIGATIONS OWING UNDER THE NOTE, INCLUDING WITHOUT LIMITATION, ACCELERATION
UNDER A DUE-ON-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS UNDER
SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE; AND (D)
BANK HAS MADE EACH LIBOR OPTION ADVANCE PURSUANT TO THE NOTE IN RELIANCE ON
THESE AGREEMENTS.


                                                                                                                   


BORROWERS’ INITIALS


9.             Hold
Harmless and Indemnification. 
Borrower agrees to indemnify Bank and to hold Bank harmless from, and to
reimburse Bank on demand for, all losses and expenses which Bank sustains or
incurs as a result of (i) any payment of a LIBOR Option Advance prior to
the last day of the applicable LIBOR Period for any reason, including, without
limitation, termination of the Note, whether pursuant to this Addendum or the
occurrence of an Event of Default; (ii) any termination of a LIBOR Period
prior to the date it would otherwise end in accordance with this Addendum; or
(iii) any failure by Borrower, for any reason, to borrow any portion of a
LIBOR Option Advance.


10.           Funding
Losses.  The indemnification and hold
harmless provisions set forth in this Addendum shall include, without
limitation, all losses and expenses arising from interest and fees that Bank
pays to lenders of funds it obtains in order to fund the loans to Borrower on
the basis of the LIBOR Option(s) and all losses incurred in liquidating or
re-deploying deposits from which such funds were obtained and loss of 



 13
 









profit for the period after termination.  A written statement by Bank to Borrower of
such losses and expenses shall be conclusive and binding, absent manifest error,
for all purposes.  This obligation shall
survive the termination of this Addendum and the payment of the Note.


11.           Regulatory
Developments Or Other Circumstances Relating To Illegality or Impracticality of
LIBOR.  If any Regulatory Development
or other circumstances relating to the interbank Euro-dollar markets shall, at
any time, in Bank’s reasonable determination , make it unlawful or impractical
for Bank to fund or maintain, during any LIBOR Period, to determine or charge
interest rates based upon LIBOR, Bank shall give notice of such circumstances
to Borrower and:


a.                                       In
the case of a LIBOR Period in progress, Borrower shall, if requested by Bank,
promptly pay any interest which had accrued prior to such request and the date
of such request shall be deemed to be the last day of the term of the LIBOR
Period; and


b.                                      No
LIBOR Period may be designated thereafter until Bank determines that such would
be practical.


12.           Additional
Costs.  Borrower shall pay to Bank
from time to time, upon Bank’s request, such amounts as Bank determines are
needed to compensate Bank for any costs it incurred which are attributable to
Bank having made or maintained a LIBOR Option Advance or to Bank’s obligation
to make a LIBOR Option Advance, or any reduction in any amount receivable by
Bank hereunder with respect to any LIBOR Option or such obligation (such
increases in costs and reductions in amounts receivable being herein called “Additional
Costs”), resulting from any Regulatory Developments, which (i) change the
basis of taxation of any amounts payable to Bank hereunder with respect to
taxation of any amounts payable to Bank hereunder with respect to any LIBOR
Option Advance (other than taxes imposed on the overall net income of Bank for
any LIBOR Option Advance by the jurisdiction where Bank is headquartered or the
jurisdiction where Bank extends the LIBOR Option Advance; (ii) impose or
modify any reserve, special deposit, or similar requirements relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities of, Bank (including any LIBOR Option Advance or any deposits
referred to in the definition of LIBOR); or (iii) impose any other
condition affecting this Addendum (or any of such extension of credit or
liabilities).  Bank shall notify Borrower
of any event occurring after the date hereof which entitles Bank to
compensation pursuant to this paragraph as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation.  Determinations by Bank for purposes of this
paragraph, shall be conclusive, provided that such determinations are made on a
reasonable basis.


13.           Legal Effect.  Except as specifically modified hereby, all
of the terms and conditions of the Note remain in full force and effect.



 14