exv10w19w4



 






EXHIBIT 10.19.4




THIRD AMENDMENT

TO

LOAN DOCUMENTS




     This Third Amendment to Loan Documents is entered into as of August 9, 2004 (the “Amendment”),
by and between COMERICA BANK (“Bank”), ALLIANCE CONSULTING GROUP ASSOCIATES, INC.
(“Consulting”) and ALLIANCE HOLDINGS, INC., (“Holdings”; Alliance and Holdings are referred to
herein individually as a “Borrower” and collectively, the “Borrowers”).



RECITALS




     Borrowers and Bank are parties to that certain Loan and Security Agreement dated as of
September 25,
2003, as amended, including without limitation by that certain First Amendment to Loan and Security
Agreement
dated as of December 12, 2003 and that Second Amendment to Loan and Security Agreement dated as of
May 27,
2004 (collectively, the “Agreement”) and that certain LIBOR Addendum to Loan and Security Agreement
dated as
of September 25, 2003 (the “LIBOR Addendum”). The parties desire to amend the Agreement in
accordance with
the terms of this Amendment.



     NOW, THEREFORE, the parties agree as follows:



     1. The following defined term in Section 1.1 of the Agreement is hereby amended to read as
follows:



“Revolving Maturity Date” means November 24, 2004.




     2. The reference in Section 2.1(c)(i) to “$400,000” is amended to read “$1,400,000”.



     3. 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 remains in full force and effect in
accordance with
its 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. Each Borrower
ratifies and
reaffirms the continuing effectiveness of all promissory notes, guaranties, security agreements,
mortgages, deeds of
trust, environmental agreements, and all other instruments, documents and agreements entered into
in connection
with the Agreement.



     4. 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 no Event of Default has
occurred and is
continuing.



     5. 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. 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 Borrowers;



               (b) an amount equal to all Bank Expenses incurred through the date of this Amendment; and



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



 









 





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



	 	 	 	 	 
	ALLIANCE HOLDINGS, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stephanie Cohen	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	Authorized Corporate Signer	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	ALLIANCE CONSULTING GROUP ASSOCIATES, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stephanie Cohen	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	CFO and Assistant Secretary	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	COMERICA BANK
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ Beth Kinsey	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	Senior Vice President