SECTION 6.8(C) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
SUCH CLAUSE IN ITS ENTIRETY AND REPLACING THE FOLLOWING IN LIEU THEREOF:
3
"(c)
Agent and Lenders do not authorize and each Loan Party agrees it
shall not (i) part with possession of any of the Collateral (except (A) to Agent
(on behalf of itself and Lenders), (B) for maintenance and repair (C) or for a
Permitted Disposition), or (ii) remove any of the Collateral from the
continental United States other than (x) Inventory with a value not to exceed
$1,000,000, (y) finished commercial products which are under contract for sale
or collaboration with a third party but which are classified as inventory
pursuant to GAAP in an amount not to exceed 5 units of
the Helicos Genetic
Analysis Systems (which includes the HeliScope Single Molecule Sequencer), and
(z) cash not to exceed $100,000.
(H)
SECTION 6.8(G) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
SUCH CLAUSE IN ITS ENTIRETY AND REPLACING THE FOLLOWING IN LIEU THEREOF:
"(g)
Borrower agrees to maintain, at all times, unrestricted cash in
account number
of Borrower at RBS Citizens, National
Association (the "Cash Account") equal to at least ten million dollars
($10,000,000.00).
Borrower shall provide Agent and each Lender with (i) within
five Business Days after the end of each month, a summary of cash balances in
form and substance satisfactory to Agent located in any deposit accounts
(including the Cash Account) of the Borrower or any of its Subsidiaries and
(ii) such other information as Agent may reasonably request from time to time to
evidence compliance with this Section 6.8(g).
The Cash Account shall be subject
to an Account Control Agreement pursuant to Section 7.10."
(I)
THE LOAN AGREEMENT IS HEREBY FURTHER AMENDED BY ADDING NEW
EXHIBIT F, WHICH IS ATTACHED TO THIS AMENDMENT AS EXHIBIT F.
3.
NO OTHER AMENDMENTS.
EXCEPT FOR THE AMENDMENTS SET FORTH AND
REFERRED TO IN SECTION 2 ABOVE, THE LOAN AGREEMENT SHALL REMAIN UNCHANGED AND IN
FULL FORCE AND EFFECT.
NOTHING IN THIS AMENDMENT IS INTENDED, OR SHALL BE
CONSTRUED, TO CONSTITUTE A NOVATION OR AN ACCORD AND SATISFACTION OF ANY OF
BORROWER'S OBLIGATIONS OR TO MODIFY, AFFECT OR IMPAIR THE PERFECTION OR
CONTINUITY OF AGENT'S SECURITY INTERESTS IN, SECURITY TITLES TO OR OTHER LIENS,
FOR THE BENEFIT OF ITSELF AND THE LENDERS, ON ANY COLLATERAL FOR THE
OBLIGATIONS.
4.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE AGENT AND LENDERS TO
ENTER INTO THIS AMENDMENT, BORROWER DOES HEREBY WARRANT, REPRESENT AND COVENANT
TO AGENT AND LENDERS THAT AFTER GIVING EFFECT TO THIS AMENDMENT (I) EACH
REPRESENTATION OR WARRANTY OF THE BORROWER SET FORTH IN THE LOAN AGREEMENT IS
HEREBY RESTATED AND REAFFIRMED AS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON
AND AS OF THE AMENDMENT DATE AS IF SUCH REPRESENTATION OR WARRANTY WERE MADE ON
AND AS OF THE DATE HEREOF (EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATION OR
WARRANTY EXPRESSLY RELATES TO A PRIOR SPECIFIC DATE OR PERIOD), (II) NO DEFAULT
OR EVENT