AMENDMENT NO



AMENDMENT NO. 5 TO LOAN AGREEMENT 



AMENDMENT AGREEMENT (this "Amendment"), made as of November 30, 2001, between:



AMSOUTH BANK, an Alabama banking corporation (the "Bank"), with an office at 350 Park Avenue, New York, New York 10022, and CHYRON CORPORATION, a New York corporation (the "Borrower"), with its principal place of business at 5 Hub Drive, Melville, New York 11747. 



WITNESSETH:



WHEREAS:



(A)The Bank and the Borrower entered into a loan agreement, dated as of March 29, 1999, pursuant to which the Bank made available to Borrower a total credit facility of up to Twelve Million Dollars ($12,000,000) (such agreement as amended by the amendments described in paragraphs (B), (C), (D) and (E) below referred to hereinafter collectively as the "Loan Agreement");



(B)A letter amendment dated November 8, 2000 was signed by and between the Bank and the Borrower, which, among other things, amended section 7.3 of the Loan Agreement to add a new section 7.3(iv) with the former section 7.3(iv) becoming new section 7.3(v);



(C)An amendment dated March 26, 2001 was signed by and between the Bank and the Borrower pursuant to which the Loan Agreement was amended to permit the Borrower to purchase all of the capital stock of Interocity Development Corporation and certain shares of common stock of Video Technics, Inc.;



(D)An amendment dated May 15, 2001 was signed by and between the Bank and the Borrower which, among other things, reduced the Revolving Credit Loans available under Loan Agreement, modified certain financial covenants contained in the Loan Agreement, and extended the term of the Revolving Credit Loans through March 31, 2003; 



(E)An amendment dated August 6, 2001 was signed by and between the Bank and the Borrower which modified section 6.1(b) of the Loan Agreement;



(F)The Borrower and the Bank wish to further amend the Loan Agreement as set forth herein; and 



(G)Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Loan Agreement.  References to Sections and Subsections, unless otherwise indicated, are references to Sections and Subsections of the Loan Agreement.



NOW, THEREFORE, the parties hereto hereby agree as follows:



 

Article 1Amendment to the Loan Agreement.



Section 1.1Incorporation By Reference.



This Amendment shall be deemed to be an amendment to the Loan Agreement and shall not be construed in any way as a replacement or substitution therefor.  All of the terms and provisions of this Amendment are hereby incorporated by reference into the Loan Agreement as if such terms and provisions were set forth in full therein.



Section 1.2Amendment to Section 6.1 



Section 6.1(a) of the Loan Agreement (Minimum Cumulative EBIT) is amended by deleting the reference to "($1,600,000.00)" under the column labeled "Minimum EBIT" and replacing it with "($4,150,000)" such that Minimum EBIT for Q-3 2001 shall be ($4,150,000).

 

Section 6.1(b) of the Loan Agreement (Minimum Cash on Balance Sheet) is hereby amended to read in its entirety as follows:



"Maintain at all times not less than $1,000,000.00 in "Cash" on its balance sheet except during the period beginning on November 30, 2001 and continuing through and including December 31, 2001, during which period, in lieu of maintaining $1,000,000.00 in cash on its balance sheet, Borrower shall maintain not less than $500,000.00 in undrawn availability under the Borrowing Base.  For purposes of this Section 6.1(b), "Cash" shall have the meaning ascribed to it by GAAP.



Section 1.3Amendment to Section 10.4 



Section 10.4 of the Loan Agreement (Payment of Expenses: Examination) is hereby amended by deleting the parenthetical contained in the first sentence of Section 10.4(b) in its entirety and replacing it with the following:



"(provided, however, that Borrower shall only be obligated to pay or reimburse the Bank for three examinations annually, and any additional examinations within any such annual period shall be at the Bank's expense except upon the occurrence and during the continuance of an Event of Default, during which period such expense shall be the Borrower's obligation in accordance with this Section 10.4(b)"



Article 2Conditions to Effectiveness of this Amendment.



The effectiveness of this Amendment and the obligations of the Bank hereunder shall be subject to satisfaction of all of the following conditions, as determined by the Bank in its sole discretion:



(a) Representations and Warranties.     The representations and warranties made by the Borrower herein or which are contained in any certificate, document or financial or other statement furnished by the Borrower or any Subsidiary at any time under or in connection herewith shall be correct in all material respects.



(b)No Default or Event of Default.     No Default or Event of Default shall have occurred and be continuing.  



(c)Guaranty.  The Bank shall have received the acknowledgment of Pro-Bel Limited, as set forth at the end of this Amendment,  that the guaranty of Pro-Bel Limited in favor of the Bank dated March 29, 1999 remains unmodified and in full force and effect with respect to the Loan Agreement, as amended hereby.



(d)Certificate of Incorporation/Good Standing. The Bank shall have received the following: 



(e)(i)a Certificate of good standing for Borrower from the Secretary of State of the State of New York State;



(ii)a copy of the Borrower's certificate of incorporation certified by the Secretary of State of the State of New York State;



(f)Fees.  Payment of the fees required pursuant to Sections 4.2 of this Amendment.



(g)Additional Matters.  All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in form and substance to the Bank and its counsel. 



Article 3Representations and Warranties.


Section 3.1By Borrower's execution and delivery of this Amendment, Borrower hereby renews and remakes in favor of the Bank, as of the date hereof, all of Borrower's representations, warranties and covenants made in the Loan Documents, with the same effect as if they were made on and as of the date of this Amendment, other than any such representation or warranty which specifically relates to a specified prior date.


Section 3.2Borrower hereby represents and warrants to the Bank that the execution, delivery and performance of this Amendment has been duly authorized by all necessary and proper action on the part of Borrower, and the execution, delivery and performance by Borrower of this Amendment (i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment, injunction or decree of any governmental authority, (ii) will not violate any provisions of the certificate of incorporation or by-laws of Borrower, and (iii) will not violate any provision of, or constitute a default under, or result in the creation or imposition of any lien on any asset of Borrower (other than the liens in favor of the Bank) pursuant to any contract, agreement or other undertaking to which the Borrower is a party or which is binding upon the Borrower, or upon any of Borrowers assets.



Article 4Fees.


Section 4.1Trademark Appraisal Fee.







Borrower hereby agrees to reimburse or pay the Bank, as the case may be, for all costs incurred by the Bank in connection with the conduct of an appraisal of the Borrower's trademarks to be performed on behalf of the Bank by a third-party selected by the Bank.  Such payment shall be made promptly following the date on which the Bank makes a written demand therefore.  



Section 4.2Counsel Fees.   



Borrowers shall pay, simultaneously with its execution of this Amendment, the Bank's attorneys' fees and expenses (including, without limitation, the fees of any paraprofessionals) in connection with the preparation and execution of this Amendment, all prior amendments (to the extent any such fees and expenses are outstanding) and all other attorneys' fees and expenses incurred by Bank in connection with its administration of the Loan Agreement, the transactions governed thereby, and the Collateral. 



Article 5Miscellaneous.



Section 5.1All references in the Loan Agreement and in all of the Loan Documents to the Loan Agreement, shall be deemed to refer to the Loan Agreement as amended hereby.



Section 5.2The Loan Agreement and all of the Loan Documents shall each be deemed amended, to the extent necessary, to give effect to the provisions of this Amendment.



Section 5.3As specifically amended herein, the Loan Agreement and all Loan Documents shall remain in full force and effect in accordance with their respective terms.



Section 5.4Borrower hereby warrants and represents that as of the date hereof, there are no offsets, counterclaims or defenses to its obligations and agreements as they exist as of the date hereof, in each case with respect to the performance of terms Borrower has been required to perform to date, or to the enforcement of the Banks rights or remedies under the Loan Documents as they exist as of the date hereof and, if and to the extent any of the same exist, they are hereby waived in their entirety, it being acknowledged by each of the Borrower and the Guarantor that each of them has received good, valuable and sufficient consideration therefor.



Section 5.5Subject to the provisions of the Loan Agreement, this Amendment shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns.



Section 5.6Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction or prohibited or unenforceable as to any person or entity shall, as to such jurisdiction, person or entity, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions as against any other person or entity.



 Section 5.7This Amendment shall be construed, enforced and interpreted according to the laws of the State of New York without giving effect to its conflicts or choice of laws provisions.



Section 5.8This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.



Section 5.9Borrower and Bank hereby irrevocably waive all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Amendment, the Loan Agreement or the Loan Documents.



Section 5.10With regard to all dates and time periods set forth or referred to in this Amendment, time is of the essence.



Section 5.11This Amendment supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.  



 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

	 	
CHYRON CORPORATION

	 	 
	 	
By: /s/ I.R. Henderson

	 	
Name: I.R. Henderson

	 	
Title: CEO

	 	 
	 	 
	 	
AMSOUTH BANK

	 	 
	 	
By: Barry S. Renow

	 	
Name: Barry S. Renow

	 	
Title: Attorney-In-Fact





 

The Guarantor hereby acknowledges that its Guaranty dated March 29, 1999 remains unmodified and in full force and effect with respect to the Loan Agreement, as amended by the foregoing Amendment to the Loan Agreement, without any offset, defense or counterclaim. 


	
PRO-BEL LIMITED PRO-BEL LIMITED

	 
	
By: /s/ I.R. Henderson

	
Name: I.R. Henderson

	
Title: CEO