Exhibit 10.1
EXECUTION COPY
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is dated
as of June 27, 2008 (the "Amendment Date"), by and among HELICOS BIOSCIENCES
CORPORATION, a Delaware corporation ("Borrower"), GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation acting in its capacity as agent (the
"Agent") for the lenders under the Loan Agreement (as defined below) (the
"Lenders"), and the Lenders.
W I T N E S S E T H:
WHEREAS, Borrower, the Lenders and Agent are parties to that certain Loan and
Security Agreement, dated as of December 31, 2007, as amended by that certain
First Amendment to Loan and Security Agreement and Post-Closing Obligations
Letter dated as of February 14, 2008 (as so amended and as the same may be
further amended, supplemented and modified from time to time, the "Loan
Agreement"; capitalized terms used herein have the meanings given to them in the
Loan Agreement except as otherwise expressly defined herein), pursuant to which
Lenders have agreed to provide to Borrower certain loans and other extensions of
credit in accordance with the terms and conditions thereof;
WHEREAS, Borrower has requested that Agent and Lenders amend certain provisions
of the Loan Agreement, in each case in accordance with and subject to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower, the Lenders and Agent
hereby agree as follows:
1.
ACKNOWLEDGMENT OF OBLIGATIONS.
BORROWER HEREBY ACKNOWLEDGES,
CONFIRMS AND AGREES THAT AS OF THE CLOSE OF BUSINESS ON THE AMENDMENT DATE,
AFTER GIVING EFFECT TO THE MAKING OF THE SUBSEQUENT TERM LOAN, BORROWER IS
INDEBTED TO THE LENDERS IN RESPECT OF THE TERM LOANS IN THE AGGREGATE PRINCIPAL
AMOUNT OF $20,000,000.
ALL SUCH TERM LOANS, TOGETHER WITH INTEREST ACCRUED AND
ACCRUING THEREON, AND FEES, COSTS, EXPENSES AND OTHER CHARGES OWING BY BORROWER
TO AGENT AND LENDERS UNDER THE LOAN AGREEMENT AND THE OTHER DEBT DOCUMENTS, ARE
UNCONDITIONALLY OWING BY BORROWER TO AGENT AND LENDERS, WITHOUT OFFSET, DEFENSE
OR COUNTERCLAIM OF ANY KIND, NATURE OR DESCRIPTION WHATSOEVER EXCEPT AS MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS RELATING TO OR AFFECTING CREDITOR'S RIGHTS GENERALLY.
2.
AMENDMENTS TO LOAN AGREEMENT.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, THE CONDITIONS TO
EFFECTIVENESS SET FORTH IN SECTION 5 BELOW), AND EFFECTIVE AS OF THE EFFECTIVE
DATE (AS SUCH TERM IS DEFINED IN SECTION 5 BELOW), THE LOAN AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:
(A)
SECTION 2.3(A) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
SUCH CLAUSE IN ITS ENTIRETY AND REPLACING THE FOLLOWING IN LIEU THEREOF:
"(A)
INTEREST.
EACH TERM LOAN SHALL ACCRUE INTEREST IN
ARREARS FROM THE DATE MADE UNTIL SUCH TERM LOAN IS FULLY REPAID AT A FIXED PER
ANNUM RATE OF INTEREST EQUAL TO THE SUM OF (X) WITH RESPECT TO