Deed of Trust, Dated As of June 20, 2006, Between Synthetech And Access Business Finance, LLC.

Recording Requested by and

when Recorded Mail to:



ACCESS BUSINESS FINANCE, L.L.C.

14205 S. E. 36th Street, Suite 350

Bellevue, WA 98006

Attn: Douglas L. McDonald







Loan No. SYNT01



DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,

AND SECURITY AGREEMENT



THIS DOCUMENT CONSTITUTES A FIXTURE FILING

IN ACCORDANCE WITH ORS a779.0502(3)



LINE OF CREDIT TRUST DEED



This Deed of Trust constitutes a line of credit instrument under ORS 86.155. The maximum principal amount to be advanced is $2,000,000 and the maturity date is on or before June 15, 2007, subject to annual renewals.



Tax Parcel Nos. 11S3W7CB-2618 and 11S3W7CB-2626



THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, AND SECURITY AGREEMENT ( "Deed of Trust" ) is dated June 15 and is given by Grantor SYNTHETECH, INC., an Oregon corporation, 1290 Industrial Way, Albany, Oregon 97322 ( "Grantor" or "Borrower" ). The Trustee is FIRST AMERICAN TITLE INSURANCE COMPANY OF OREGON whose mailing address is 1700 SW Fourth Avenue, Portland, Oregon 97201-5512. The Beneficiary is ACCESS BUSINESS FINANCE, L.L.C., a Washington limited liability company ( ?Beneficiary" or "Lender" ), whose mailing address is 14205 S. E. 36th Street, Suite 350, Bellevue, WA 98006.



For purposes of Article 9 of the Uniform Commercial Code, this Deed of Trust constitutes a security agreement and a financing statement, with Grantor being the Debtor and Lender being the Secured Party .



This Deed of Trust secures a revolving line of credit, and Borrower may borrow, repay and reborrow thereunder to the extent and subject to the terms provided in the "Loan and Security Agreement ? dated the same as this Deed of Trust. Reductions of the principal balance of the Loan secured hereby, even down to zero, shall not satisfy or release this Deed of Trust, which shall remain in full force and effect notwithstanding such repayments of principal.



DEED OF TRUST



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In consideration of the loan described below, Grantor hereby irrevocably GRANTS, TRANSFERS, CONVEYS and ASSIGNS to Trustee, IN TRUST, WITH POWER OF SALE, all of Grantor's present and future estate, right, title, claim, and interest, either in law or in equity, in and to the following property ( "Property" ):



A. The real property described on Exhibit A , all rights to the alleys, streets and roads adjoining or abutting the real property, all easements, access, air and development rights, minerals and oil, gas and other hydrocarbon substances, water, water rights and water stock, and all other rights, hereditaments, privileges, and appurtenances now or hereafter belonging or in any way appertaining to such real property ( " Land " ).




B. All buildings, improvements and tenements now or hereafter located on the Land ( "Improvements" ), including without limitation all fixtures and articles of property attached to, or used or adapted for use in the ownership, development, operation or maintenance of the Land and Improvements (whether such items are leased, owned, or subject to any title-retaining or security instrument); all heating, cooling, air-conditioning, ventilating, refrigerating, plumbing, generating, power, lighting, laundry, maintenance, incinerating, lifting, cleaning, fire prevention and extinguishing, security and access control, cooking, gas, electric and communication fixtures, equipment and apparatus; all engines, motors, conduits, pipes, pumps, tanks, ducts, compressors, boilers, water heaters and furnaces; all ranges, stoves, disposals, refrigerators and other appliances; all escalators and elevators, baths, sinks, all cabinets, partitions, mantels, built-in mirrors, window shades, blinds, screens, awnings, storm doors, windows and sash; all carpeting, underpadding, floor covering, paneling, and draperies; all furnishings of public spaces, halls and lobbies; and all shrubbery and plants. All such items shall be deemed part of the Land and not severable wholly or in part without material injury to the freehold.




C. All of the present and future rents, revenues, issues, profits and income of the Land and Improvements, and all present and future leases and other agreements for the occupancy or use of all or any part of the Land and Improvements, including without limitation all cash or security deposits, advance rentals and deposits or payments of similar nature, and all guarantees of tenants' or occupants' performance under such leases and agreements.




D. All tangible and intangible personal property now or hereafter used or acquired in connection with the ownership, development, operation or maintenance of the Land and Improvements, including without limitation all furniture, furnishings, equipment, supplies, and other goods, wherever located, whether in the possession of Grantor, warehousemen, bailee, or any other person; all site plans, plats, architectural plans, specifications, work drawings, surveys, engineering reports, test borings, market surveys, and other similar work products; all permits, licenses, franchises, and trade names; all contract rights (including without limitation all architectural, construction, engineering, consulting, and management contracts, all insurance policies, and all performance, payment, completion and other surety bonds); and all claims, causes of action, warranties, accounts receivable, escrow accounts, insurance policies, deposits (including tax, insurance and other reserves), instruments, documents of title, general intangibles, and business records.




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E. All present and future monetary deposits given to any public or private utility with respect to utility services furnished to the Land or the Improvements.




F. All proceeds (including claims and demands therefor) of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including without limitation the insurance proceeds and condemnation awards.




G. All proceeds of the foregoing.




TO SECURE THE FOLLOWING (" Secured Obligations "):




(1) Repayment of a line of credit loan (the "Loan" ) in the maximum principal amount of TWO MILLION and no/100 DOLLARS ($2,000,000.00), with interest thereon, evidenced by and subject to the terms and provisions of a "Loan and Security Agreement" dated the same as this Deed of Trust ( "Loan Agreement ? ) between Borrower and Lender, including any and all modifications, extensions, renewals and replacements thereof. The maturity date of the Loan is June 15, 2007, subject to annual renewals as provided in the Loan Agreement.



(2) Payment of all other sums which are or which may become owing under the Loan Documents, including without limitation, all sums advanced to protect the security of this Deed of Trust, together with interest thereon as herein provided;



(3) Performance of all other obligations of Borrower and/or Grantor hereunder and under the other Loan Documents.



As used herein, the term "Loan Documents" means the Loan Agreement, this Deed of Trust, and all related documents and instruments (except the Indemnity Agreement described hereinafter), and any and all modifications, extensions, renewals and replacements thereof. Borrower is also executing a Hazardous Substance Indemnity ( ?Indemnity Agreement" ) for the benefit of Lender in connection with the Loan, however, Borrower's obligations thereunder are not secured by this Deed of Trust. In the event of any inconsistency between this Deed of Trust and the Loan Agreement, the terms hereof shall be controlling as necessary to create, preserve and/or maintain a valid lien on the Property, otherwise the provisions of the Loan Agreement shall be controlling.



The indebtedness secured by this Deed of Trust may be indexed, adjusted, renewed or renegotiated.



GRANTOR HEREBY REPRESENTS, WARRANTS, COVENANTS AND AGREES AS FOLLOWS:



DEED OF TRUST



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ARTICLE 1

TITLE AND USE



1.1 Warranty of Title . Grantor warrants, represents, covenants and agrees as follows: (a) Grantor holds marketable title to the Property with the full right and power to grant, convey and assign the Property. (b) The Property is free from liens, encumbrances, exceptions and other charges of any kind whatsoever, except for the Permitted Exceptions. (c) No other lien or encumbrance, whether superior or inferior to this Deed of Trust, shall be created or suffered to be created by Grantor without the prior written consent of Lender. (d) No default on the part of Grantor or any other person exists under any of the Permitted Exceptions and all of the Permitted Exceptions are in full force and effect and in good standing, without modification. (e) Complete and current copies of the Permitted Exceptions have been furnished to Lender, and none of them have been or will be modified by Grantor without Lender's prior written consent. (f) Grantor shall fully comply with all the terms of the Permitted Exceptions and shall deliver to Lender a copy of all notices delivered in connection with the Permitted Exceptions. (g) Lender has the right to contact the other parties to the Permitted Exceptions to confirm the status thereof, and Grantor shall, from time to time, at the request of Lender, request of such parties a certificate confirming such information regarding the Permitted Exceptions as Lender may request. (h) Grantor shall forever warrant and defend the Property unto Lender against all claims and demands of any other person whatsoever, subject only to non-delinquent taxes and assessments and the Permitted Exceptions. As used in this Deed of Trust, " Permitted Exceptions " means the exceptions to title to the Property set out in Schedule B of the policy of title insurance issued to Lender with respect to this Deed of Trust.



1.2 Business Use; Commercial Loan . Grantor represents and covenants that: (a) the Property is and shall be used for commercial purposes only, and (b) the Property is not now and at all times during the term of this Deed of Trust the Property will not be used for residential or consumer purposes, so that at no time will this Deed of Trust be a "residential trust deed" as defined in ORS a786.705.



1.3 Hazardous Substances .



(a) Representations and Warranties . Grantor represents and warrants to Lender, to the best of its knowledge after due inquiry and inspection, that: there is no asbestos in the construction, repair or maintenance of any Improvements; no Hazardous Substance is currently being generated, processed, stored, transported, handled or disposed of on, under or in the Property, except in accordance with all applicable laws; neither Grantor nor any other person or entity has ever caused or permitted any Hazardous Substance to be generated, processed, stored, transported, handled or disposed of, on, under or in the Property, except in compliance with all applicable laws; there is no actual or alleged violation with respect to the Property of any federal, state or local statute, ordinance, rule, regulation or other law pertaining to Hazardous Substances; and, there is no action or proceeding pending before or appealable from any court, quasi-judicial body or administrative agency relating to Hazardous Substances affecting or alleged to be affecting the Property.



(b) Covenant . Grantor covenants and agrees that Hazardous Substances will not be generated, processed, stored, transported, handled or disposed of on the Property by any person or entity, except in accordance with all applicable laws.



(c) Definition . " Hazardous Substance " means any underground storage tank (whether empty, filled or partially filled with any substance) and any substance which now or hereafter becomes regulated under any federal, state or local statute, ordinance, rule, regulation or other law relating to environmental protection, contamination or cleanup, or public health and safety.



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(d) Notification; Cleanup . Grantor shall immediately notify Lender if Grantor becomes aware of any Hazardous Substance problem or liability with respect to the Property, any actual or alleged violation with respect to the Property of any federal, state or local statute, ordinance, rule, regulation or other law pertaining to Hazardous Substances, or any lien or action with respect to any of the foregoing. Grantor shall, at its sole expense, take all actions as may be necessary or advisable for the cleanup of Hazardous Substances with respect to the Property, including without limitation, all removal, containment and remedial actions in accordance with all applicable laws and in all events in a manner satisfactory to Lender, and shall further pay or cause to be paid ail cleanup, administrative and enforcement costs of governmental agencies if obligated to do so by contract or by law



(e) Right of Entry . Lender is hereby authorized to enter the Property, including the interior of any structures, at reasonable times, and after reasonable notice, for the purpose of inspecting the Property to determine Grantor's compliance with this Section.



(f) Indemnification . Grantor shall jointly and severally defend, protect, hold harmless, and indemnify Lender and its affiliates and their shareholders, directors, officers, employees, attorneys, and agents from and against any and all claims, demands, penalties, fees, liens, damages, losses, expenses, and liabilities which Lender may incur before the Loan has been repaid and this Deed of Trust has been released as a lien upon the Property, and which arise out of or in any way connected with any alleged or actual past or future presence on or under the Property of any Hazardous Substance from any cause whatsoever; it being intended that Grantor shall be strictly liable without regard to any fault by Grantor.



1.4 No Claim, Offset or Defense . Grantor acknowledges and agrees that: (i) no offset or defense exists to enforcement of the Loan Documents, and the Loan Documents are enforceable in accordance with their respective terms; and (ii) no claims by Grantor exist against Lender in connection with the making of the Loan and the transactions contemplated by the Loan Documents, or, if any such claims exist, they are hereby unconditionally and irrevocably waived, relinquished, and forever discharged.



ARTICLE 2

GRANTOR'S COVENANTS



2.1 Payment and Performance of Secured Obligations . Borrower shall pay when due all sums which are now or which may become owing under the Loan Documents, and shall pay and perform all other Secured Obligations in accordance with their terms.



2.2 Payment of Taxes, Utilities, Liens and Charges .



(a) Taxes and Assessments . Except as they may otherwise be paid from reserves under Article 3 , Grantor shall pay when due all taxes and assessments (including without limitation, nongovernmental levies or assessments such as maintenance charges, owner association dues, charges or fees, and levies and other charges arising from covenants, conditions or restrictions) levied, assessed or charged against or with respect to the Property or this Deed of Trust. If required by Lender, Grantor shall pay all costs and expenses of a tax monitoring and verification service in order to verify to Lender that Grantor is in compliance with this Section. Upon request, Grantor shall promptly furnish to Lender all notices of amounts due under this subparagraph and all receipts evidencing such payments.



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(b) Utilities . Grantor shall pay when due all utility charges and assessments for services furnished the Property.



(c) Labor and Materials . Grantor shall pay when due the claims of all persons supplying labor or materials to or in connection with the Property.



(d) Liens and Charges . Grantor shall promptly discharge any lien, encumbrance, or other charge, whether superior or inferior to this Deed of Trust, which may be claimed against the Property; provided that Grantor shall have the right to contest the amount or validity in whole or in part of any lien, encumbrance or other charge against the Property by appropriate proceedings conducted in good faith and with due diligence, in which event Grantor, upon prior written notice to Lender, may postpone or defer payment of such lien, encumbrance or other charge so long as such proceedings shall operate to prevent the collection of the lien, encumbrance or other charge, and provided that neither the Property nor any part thereof will, by reason of such postponement or deferment, be in danger of being forfeited or lost, and that Grantor, before the date such lien, encumbrance or other charge, becomes delinquent, gives such reasonable security as may be requested by Lender to ensure payment thereof and prevent any forfeiture or loss of the Property or any part thereof.



(e) Taxes, Assessments and Other Charges Imposed on Lender . If, at any time after the date of this Deed of Trust, any law is enacted or changed (including any interpretation thereof) which subjects Lender to any increase in any tax (except federal income taxes), assessment, or other charge, in any form measured by or based on any portion of the indebtedness secured by this Deed of Trust, Grantor shall pay such increased amount to Lender on demand; provided that if any such payment would be unlawful, Lender may declare all accrued interest and the entire principal balance of the Loan immediately due and payable.



2.3 Insurance .



(a) Coverages Required . Grantor shall keep the following insurance coverages in effect with respect to the Property:



(i) Insurance against loss by fire and the hazards now or hereafter embraced by the standard "All Risk" form of insurance, in an amount equal at all times to the full insurable value of the Improvements, which during construction of the Improvements shall be in the "Builder's Risk" form. All such insurance coverage shall contain a "replacement cost endorsement" without reduction for depreciation, and shall also contain loss of rents and/or business interruption insurance coverage, a fluctuating value indorsement with a waiver of the co-insurance clause (or an agreed amount indorsement with an inflation guard endorsement), and shall contain such other indorsements as Lender may reasonably request. All such indorsements shall be in form and substance satisfactory to Lender.



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(ii) Comprehensive public liability insurance against claims for bodily injury, death or property damage occurring on, in or about the Property in amounts and on terms acceptable to the Lender.



(iii) Flood insurance in an amount satisfactory to Lender and on terms satisfactory to Lender if the Property is located in a designated flood hazard area.



(iv) Insurance against such similar or other hazards, casualties, liabilities and contingencies, in such forms and amounts, as Lender may from time to time reasonably require.



(b) Policies . Each insurance policy will be in a company and form acceptable to Lender. Each hazard insurance policy will include a Form 438BFU or equivalent mortgagee endorsement in favor of and in form acceptable to Lender. All required policies will provide for at least ten (10) days' written notice to Lender prior to the effective date of any cancellation or material amendment, which term shall include any reduction in the scope or limits of coverage. Grantor shall furnish to Lender the original of each required insurance policy, or a certified copy thereof together with a certificate of insurance setting forth the coverage, the limits of liability, the carrier, the policy number and the expiration date. As security for the Secured Obligations, Grantor hereby assigns to Lender all required insurance policies, together with all proceeds thereof, rights thereto and all unearned premiums returnable upon cancellation.



(c) Payment; Renewals . Grantor shall promptly furnish to Lender all renewal notices relating to insurance policies. Except as the same may otherwise be paid from reserves under Article 3 , Grantor shall pay all premiums on insurance policies directly to the carrier. At least thirty (30) days prior to the expiration date of each such policy, Grantor shall furnish to Lender a renewal policy in a form acceptable to Lender, together with evidence that the renewal premium has been paid.



(d) Application of Insurance Proceeds . In the event of any loss, Grantor shall give prompt written notice thereof to the insurance carrier and Lender. Grantor hereby authorizes Lender as Grantor's attorney-in-fact to make proof of loss, to adjust and compromise any claim, to commence, appear in and prosecute, in Lender's or Grantor's name, any action relating to any claim, and to collect and receive insurance proceeds; provided, however, that Lender shall have no obligation to do so. Lender shall apply any insurance proceeds received by it hereunder first to the payment of the costs and expenses incurred in the collection of the proceeds and then, in its absolute discretion and without regard to the adequacy of its security, to:



(i) The payment of the Secured Obligations, whether then due and payable or not. Any such application of proceeds to principal on the Loan shall be without the imposition of any prepayment fee otherwise payable under the Loan Documents, but shall not extend or postpone the due dates of the installment payments under the Loan Documents, or change the amounts thereof; or



(ii) The reimbursement of Grantor, under Lender prescribed disbursement control procedures, for the cost of restoration or repair of the Property. Lender may, at its option, condition the reimbursement on Lender's approval of the plans and specifications of the reconstruction, contractor's cost estimates, architect's certificates, waivers of liens, sworn statements of mechanics and materialmen, and such other evidence of costs, percentage completion of construction, application of payments and satisfaction of liens as Lender may reasonably require.



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Except to the extent that insurance proceeds are applied to payment of the Secured Obligations, nothing herein contained shall be deemed to excuse Grantor from restoring, repairing or maintaining the Property as provided in Section 2.4 , regardless of whether or not there are insurance proceeds available or whether any such proceeds are sufficient in amount.



(e) Transfer of Title . If the Property is sold pursuant to Article 8 or if Lender otherwise acquires title to the Property, Lender shall have all of the right, title and interest of Grantor in and to any insurance policies and unearned premiums thereon and in and to the proceeds resulting from any damage to the Property prior to such sale or acquisition.



(f) Notice Under ORS 746.201 ? WARNING .



Unless Borrower provides Lender with evidence of insurance coverage as required by this Deed of Trust, Lender may purchase insurance at Borrower's expense to protect Lender's interest. This insurance may, but need not, also protect Borrower's interest. If the Property is damaged, the coverage purchased by Lender may not pay any claim made by Borrower or any claim made against Borrower. Borrower may later cancel the coverage obtained by Lender by providing evidence that it has provided the insurance coverage required by this Deed of Trust.



Borrower is responsible for the cost of any insurance obtained by Lender. The cost of that insurance may be added to the Obligations secured by this Deed of Trust. If the cost is added the Secondary Rate will apply to the added amount. The effective date of coverage may be the date Borrower's prior coverage lapsed or the date Borrower failed to provide proof of coverage.



The coverage purchased by Lender may be considerably more expensive than insurance Borrower may be able to obtain on its own and may not satisfy the need for property damage coverage or any mandatory liability insurance requirements imposed by applicable law.



2.4 Preservation and Maintenance of Property; Right of Entry .



(a) Preservation and Maintenance . Grantor represents and warrants that the Improvements are free from damage caused by fire or other casualty. Grantor shall (i) not commit or suffer any waste or permit any impairment or deterioration of the Property, (ii) not abandon the Property, (iii) restore or repair promptly and in a good and workmanlike manner all or any part of the Property to the equivalent of its original condition, or such other condition as Lender may approve in writing, in the event of any damage, injury or loss thereto, whether or not insurance proceeds are available to cover in whole or in part the costs of such restoration or repair, (iv) keep the Property, including improvements, fixtures, equipment, machinery and appliances thereon, in good condition and repair and shall replace fixtures, equipment, machinery and appliances of the Property when necessary to keep such items in good condition and repair, and (v) generally operate and maintain the Property in a commercially reasonable manner..



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(b) Alterations . None of the Improvements shall be structurally altered, removed or demolished, in whole or in part, without Lender's prior written consent, nor shall any fixture or chattel covered by this Deed of Trust and adapted to the use and enjoyment of the Property be removed at any time without like consent unless actually replaced by an article of equal suitability which is owned by Grantor free and clear of any lien or security interest.



(c) Right of Entry . Lender is hereby authorized to enter the Property, including the interior of any structures, at reasonable times and after reasonable notice, for the purpose of inspecting the Property to determine Grantor's compliance with this Section.



2.5 Parking . If any part of any vehicle parking areas included within the Property is taken by condemnation, and before any parking areas are diminished for any other reason, Grantor shall take all actions as are necessary to provide substitute parking facilities in kind, size and location as necessary to comply with all governmental zoning and other regulations and all leases. Before making any contract for substitute parking facilities, Grantor shall furnish to Lender satisfactory assurance of completion thereof free of liens and in conformity with all government zoning, and other regulations.



2.6 Use of Property . Grantor shall comply with all laws, ordinances, regulations and requirements of any governmental body, and all other covenants, conditions and restrictions applicable to the Property, and pay all fees and charges in connection therewith. Unless required by applicable law or unless Lender has otherwise agreed in writing, Grantor shall not allow changes in the use for which all or any part of the Property was intended at the time this Deed of Trust was executed. Grantor shall not initiate or acquiesce in a change in the zoning classification of the Property without Lender's pr ...