Exhibit
10.2


 


CONSENT
AND AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS


 


This
CONSENT AND AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS (this “Amendment”) is made this 7th day of April,
2020 by and among MidCap Business Credit LLC, a Texas limited liability company, the secured party hereunder (hereinafter called
“Lender”), BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (together with its successors and permitted
assigns, “Borrower”), R. L. DRAKE HOLDINGS, LLC, a Delaware limited liability company (together with its permitted
successors and assigns, “Drake”), and BLONDER TONGUE FAR EAST, LLC, a Delaware limited liability company (together
with its permitted successors and assigns, “Far East”). Each of Borrower, Drake and Far East are individually
referred to herein as a “Loan Party” and individually, collectively, jointly and severally, the “Loan
Parties”.


 


WHEREAS,
the Loan Parties and Lender have entered that Loan and Security Agreement (All Assets) dated as of October 25, 2019 (as amended,
the “Loan Agreement”).


 


WHEREAS,
Borrower has requested that the Loan Agreement be amended to, among other things, modify the availability block as described therein,
and Lender is willing to make such modifications to the Loan Agreement, subject to the terms and conditions set forth herein.


 


WHEREAS,
Borrower has also requested Lender’s consent to certain subordinated debt transactions as described here, and Lender is
willing to provide such consent, subject to the terms and conditions set forth herein.


 


NOW
THEREFORE, in consideration of the foregoing premises and the mutual benefits to be derived by the Loan Parties and Lender from
a continuing relationship under the Loan Agreement and Loan Documents and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Defined Terms. Capitalized terms used in this Amendment which are defined in the Loan Agreement shall have the same
meanings as defined therein, unless otherwise defined herein.


 


2.
Consent. Borrower desires to obtain secured subordinated convertible indebtedness of up to $1,500,000 (such proposed
transaction, the “Transaction”) will be consummated by the execution of (i) that certain Senior Subordinated
Convertible Loan and Security Agreement (as amended or modified from time to time in accordance with the Loan Agreement, the “Subordinated
LSA”) and (ii) certain other agreements and documents to be delivered in connection therewith (such documents, including
all documents, instruments and agreements ancillary thereto, the “Transaction Documents”). As used hereinafter,
the term “Subordinated Debt Initial Funding Date” means the date on which Lender shall have received:


 


(a)
copies of the Transaction Documents, duly executed and delivered by each of the parties thereto, which Transaction Documents
(i) shall be acceptable to Lender in its discretion, and (ii) shall contain a commitment by the subordinated lenders party thereto
to provide subordinated loans to the Borrower in a principal amount of at least $500,000;


 


(b)
a subordination agreement with respect to the Transaction acceptable to Lender in its discretion, properly executed and delivered
by the parties thereto; and


 






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(c)
evidence of Borrower’s receipt of a principal amount of at least $500,000 of subordinated indebtedness pursuant to the
Subordinated LSA.


 


Without
the consent of Lender, the consummation of the Transaction would be prohibited under the terms and conditions of the Loan Agreement.
Subject to the terms and conditions hereof, including the execution of a subordination agreement by the requisite parties in favor
of Lender in form and substance satisfactory to Lender, Lender hereby consent to the consummation of the Transaction and the execution
and delivery of the Transaction Documents. Without limiting the generality of the foregoing, upon the satisfaction of the conditions
hereof, Lender hereby agrees that the Transaction and the Transaction Documents will not violate any provision of the Loan Agreement
or any of the other Loan Documents or otherwise result in an Event of Default (as defined in the Loan Agreement) thereunder. This
consent is limited to the Transaction described above and is not, nor shall it be construed as, consent to any other transactions,
including any that would constitute an Event of Default under the Loan Agreement or Loan Documents.


 


3.
Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:


 


(a)
Section 5(a). Effective upon the Subordinated Debt Initial Funding Date, Section 5(a) is hereby amended to delete the
third sentence thereof and replace it with the following:


 


“Borrower
agrees that the aggregate unpaid principal of all Revolving Loans outstanding at any one time shall not exceed the lesser of (I)
the Credit Limit, and (II) the Borrowing Base (as defined below) less, so long as Section 15(n) is still in effect, the Availability
Block.”


 


(b)
Section 13(a)(xiv). As of the date hereof, Section 13(a)(xiv) is hereby restated in its entirety as follows:


 


(xiv)
within thirty (30) days after the end of each fiscal quarter, a schedule of indebtedness of the Loan Parties outstanding as of
such fiscal quarter end, in a form consistent with Schedule “D”; 


 


(c)
Section 15(c). Effective on the Subordinated Debt Initial Funding Date, Section 15(c) is hereby amended to replace
the “and” before clause (xiv) with a “,” and add the following after the end of such clause (xiv) of such
section prior to the end of the sentence:


 


and
(xv) Liens securing the Subordinated Debt so long as such Liens have been subordinated to the Liens of Lender on terms and conditions
satisfactory to Lender.


 


(d)
Section 15(g). As of the date hereof, Section 15(g) is hereby restated in its entirety as follows:


 


(g)
(Indebtedness) issue evidence of indebtedness or suffer to exist indebtedness in addition to indebtedness to Lender except
(i) indebtedness or liabilities of a Loan Party other than for money borrowed, incurred or arising in the ordinary course of business,
(ii) indebtedness of a Loan Party for money borrowed which has been subordinated on terms and conditions satisfactory to Lender,
(iii) indebtedness relating to Liens permitted under Section 15(c)(iii), or (iv) unsecured indebtedness of Borrower for money
borrowed pursuant to and in compliance with the Paycheck Protection Program that is 100% guaranteed by the U.S. Small Business
Administration in accordance with such program in an aggregate principal amount not to exceed $2,000,000 or such higher amount
as approved in writing by Lender in its sole discretion; 


 






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(e)
Section 15(m). Effective upon the Subordinated Debt Initial Funding Date, Section 15(m) is hereby restated in its entirety
as follows:


 


(m)
(Subordinated Debt Payments; Amendments of Certain Agreements) 


 


(i)
make any principal or interest repayments with respect to the debts of a Loan Party other than (I) those to Lender, (II) to the
extent not forgiven in accordance with the CARES Act and so long as no Event of Default has occurred and is continuing or will
occur as a result or immediately following such payment, regularly scheduled payments, but not prepayments, of interest and principal
in respect of indebtedness permitted under Section 15(g)(iv), (III) those debts which are subordinated to the right of payment
to the Obligations of Lender on terms and conditions reasonably satisfactory to Lender, or (IV) payments relating to down/out
streaming of cash to Affiliates of Borrower, provided that any such payments made under (III) or (IV) may only be made so long
as (w) no Event of Default has occurred and is continuing or will occur as a result or immediately following such payment, (x)
Excess Availability is no less than $800,000 prior to and immediately following any such payment, (y) the Loan Parties shall not
have made any Distributions during the period commencing on the closing date of the First Amendment and ending on the six (6)
month anniversary of the closing date of the First Amendment, and (z) such payments are expressly permitted in accordance with
the applicable subordination agreement; or 


 


(ii)
amend or modify any Subordinated Debt Documents or any other agreement, instrument or document evidencing or relating to any such
subordinated indebtedness, including the Subordinated Debt, except in accordance with the subordination agreement relative thereto
or the subordination provisions thereof.


 


(f)
Section 15(n). Effective upon the Subordinated Debt Initial Funding Date, Section 15(n) is hereby restated in its entirety
as follows:


 


(n)
(Minimum Excess Availability) permit, allow, or otherwise not maintain Excess Availability in an amount equal to the Availability
Block currently in effect for the applicable period, or more. 


 


(g)
Section 15(q). As of the date hereof, a new Section 15(q) is hereby added to the Loan Agreement immediately following
Section 15(p), as follows:


 


(q)
(Minimum EBITDA). Borrower’s EBITDA shall not be less than the minimum EBITDA as set forth in the chart below, for
the corresponding “Time Period” set forth in the chart below, to be tested as of the “Test Date” set forth
in the chart below; provided, that such Minimum EBITDA covenant shall not be tested until the occurrence, if any, of a Minimum
EBITDA Covenant Trigger Event, and after the occurrence, if any, of a Minimum EBITDA Covenant Trigger Event, (x) such Minimum
EBITDA covenant shall be tested (i) as of the Test Date applicable to the calendar month during which the Minimum EBITDA Covenant
Trigger Event occurred, and (ii) as of each Test Date and for each Time Period thereafter as set forth below, and (y) on each
such Test Date referred to in clause (x) of this sentence, Borrower shall provide Lender with a duly executed Compliance
Certificate with evidence to Lender’s satisfaction showing that Borrower is in compliance with the applicable Minimum EBITDA
covenant requirement: 


 






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	Test Date	 	Minimum EBITDA	 	 	Time Period
	June 30, 2020	 	$	(650,000	)	 	Trailing three-month period then ended
	July 31, 2020	 	$	(600,000	)	 	Trailing three-month period then ended
	August 31, 2020	 	$	(475,000	)	 	Trailing three-month period then ended
	September 30, 2020	 	$	(300,000	)	 	Trailing three-month period then ended
	October 31, 2020	 	$	(150,000	)	 	Trailing three-month period then ended
	November 30, 2020	 	$	(50,000	)	 	Trailing three-month period then ended
	December 31, 2020	 	 	0	 	 	Trailing three-month period then ended
	January 31, 2021	 	$	30,000	 	 	Trailing three-month period then ended
	February 28, 2021	 	$	60,000	 	 	Trailing three-month period then ended
	March 31, 2021	 	$	90,000	 	 	Trailing three-month period then ended
	April 30, 2021	 	$	125,000	 	 	Trailing three-month period then ended
	May 31, 2021	 	$	150,000	 	 	Trailing three-month period then ended
	June 30, 2021 and the last day of each month thereafter	 	$	200,000	 	 	Trailing three-month period then ended



 


(h)
Section 22(p).


 


(i)
As of the date hereof, Section 22(p) is hereby amended to add the following definitions in the proper alphabetical location in
such section:


 


“CARES
Act” means the Coronavirus Aid, Relief and Economic Security Act (H.R. 748). 


 


“Earnings
Before Taxes” means pretax earnings of Borrower, excluding extraordinary gains, extraordinary losses, and minority interests.


 


“EBITDA”
means for any period, the sum of (i) Earnings Before Taxes, plus (ii) Interest Expense, plus (iii) depreciation, depletion,
and amortization of tangible and intangible assets, computed and calculated in accordance with GAAP, plus (iv) the Permitted EBITDA
Add-Back Amount.


 


“First
Amendment” means that certain Consent and Amendment to Loan Agreement and Loan Documents dated as of April 7, 2020 which
amended this Agreement.


 


“Minimum
EBITDA Covenant Trigger Event” means the failure of the Loan Parties to maintain Excess Availability in an amount equal
to $400,000 or more for any three (3) Business Days in any calendar month (whether such failure occurs on three (3) consecutive
Business Days or not). 


 


“Paycheck
Protection Program” means the Paycheck Protection Program established under Section 1102 of the CARES Act.


 


“Permitted
EBITDA Add-Back Amount” means, for any period, an amount equal to the sum of: (i) the aggregate amount of any non-cash
intangible asset impairment expenses incurred by Borrower during such period to the extent recognized in accordance with GAAP
and in an aggregate amount not exceeding $2,800,000 during the term of this Agreement plus (ii) the aggregate amount of
any non-cash expenses incurred by Borrower in connection with the termination of any pension plan in accordance with resolutions
adopted by such Person’s board of directors, to the extent that such expense reduces Borrower’s consolidated net income
(loss), plus (iii) the amount of any non-cash inventory reserve established by Borrower, as set forth in Borrower’s
financial statements from time to time during such period, in an amount not exceeding $1,000,000 for any twelve-month period and
only to the extent such reserve(s) reduce Borrower’s consolidated net income (loss), plus (iv) the amount of any
non-cash equity-based compensation and other remuneration expenses of Borrower during such period, plus (v) fees, costs
and expenses (including, without limitation attorneys’ fees) incurred by Borrower during such period in connection with
the preparation, negotiation and closing of the transactions contemplated by this Agreement and the transactions contemplated
by the Subordinated Debt Documents, plus (vi) one-time restructuring charges (including severance payments) incurred by
Borrower that are associated with the implementation of cost reduction programs from June 30, 2019 through Fiscal Year 2020, so
long as incurred on or prior to March 31, 2021 and in an aggregate amount not exceeding $600,000, plus (vii) the amount
of any non-cash derivatives liability of Borrower incurred in connection with embedded components of convertible instruments accounted
for in accordance with Topic 815, but only to the extent such amounts reduce Borrower’s consolidated net income (loss).



 






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(ii)
Effective as of the Subordinated Debt Initial Funding Date, Section 22(p) is hereby amended to add the following definitions in
the proper alphabetical location in such section:


 


“Availability
Block” means (i) as of the date of the First Amendment through May 31, 2020, an amount equal to $0, (ii) as of June 1, 2020,
an amount equal to $6,666.66, and continuing on the first Business Day of each succeeding month thereafter, such amount shall
increase by $6,666.66 per such applicable date until such amount reaches $400,000, and (iii) at all times thereafter, an amount
equal to $400,000. 


 


“Subordinated
Debt” means all obligations of the Loan Parties in respect of the Subordinated Debt Documents.


 


“Subordinated
Debt Documents” means that certain Senior Subordinated Convertible Loan and Security Agreement referenced in the First Amendment,
and the other “Loan Documents” as that term is defined in such loan and security agreement, each as amended or modified
from time to time in accordance herewith and the applicable subordination agreement.


 


(i)
Exhibits. The Form of Compliance Certificate attached as Exhibit 3 to the Loan Agreement is hereby replaced
in its entirety with Exhibit 1 attached hereto.


 


4.
Post Closing Requirements. Reference is hereby made to that certain Post Closing Conditions Letter dated October 25,
2019 (the “PC Letter”). Effective as of January 31, 2020, item 2 on the Exhibit A to the PC Letter is hereby
restated in its entirety as follows:


 


“2.
Borrower shall deliver to Lender an endorsement to its credit insurance policy number 5114974 issued by Euler Hermes North America
Insurance Company, which such endorsement shall be consistent with that certain Policy Beneficiary Form executed by Lender and
Borrower as of April 1, 2020 and otherwise in form and substance satisfactory to Lender.


 


Timing:
On or before April 30, 2020.”


 


Notwithstanding
anything to the contrary contained in the Loan Documents, the Loan Parties each agree the failure to comply with this Section
4 shall constitute an Event of Default under the Loan Agreement.


 


5.
Paycheck Protection Program Loan. Notwithstanding anything to the contrary in the Loan Agreement or Loan Documents,
with respect to money borrowed by Borrower pursuant to the Paycheck Protection Program and permitted under Section 15(g)(iv) of
the Loan Agreement (as amended by this Amendment) (the “PPP Loan”), the parties hereto agree as follow:


 


		(a)	The
Loan Parties shall deposit the proceeds of the PPP Loan into Borrower’s deposit account number 582119803 at JPMorgan Chase
Bank, N.A (the “PPP Loan Account”), which account shall at all times remain subject to that certain Blocked
Account Control Agreement dated as of January 13, 2020 by and among Borrower, Lender and JPMorgan Chase Bank, N.A. (the “DACA”)
or the Replacement DACA (as defined below);



 






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		(b)	Lender
shall use commercially reasonable efforts to enter into a new four party deposit account control agreement with Borrower, JPMorgan
Chase Bank, N.A. and Junior Agent (as defined in the Subordinated Debt Documents) with respect to the PPP Loan Account on substantially
the same terms as the DACA and otherwise acceptable to Lender (a “Replacement DACA”), which Replacement DACA
shall replace the DACA and provide for Lender to act as control agent until the Obligations have been paid in full or Lender’s
earlier termination of its Lien on the PPP Loan Account, at which time Junior Agent shall succeed as control agent;



 


		(c)	The
Loan Parties shall use the proceeds of the PPP Loan in compliance with the provisions of the CARES Act; and



 


		(d)	Lender
will not exercise its remedies under the DACA to withdraw or otherwise direct the disposition of funds in the PPP Loan Account
unless and until the Obligations have been accelerated in accordance with the Loan Agreement.



 


6.
Amendment Fee. Borrower agrees to pay Lender as of the date hereof a fully earned, non-refundable fee in the amount
of $10,000 in consideration of the execution by Lender of this Amendment (“Amendment Fee”).


 


7.
Conditions to Closing. The willingness of Lender to enter into this Amendment shall be subject to the condition precedent
that Lender shall have received all of the following, each in form and substance satisfactory to Lender:


 


		(a)	This
Amendment properly executed and delivered.



 


		(b)	Payment
by Borrower of the Amendment Fee, and any and all outstanding reasonable out-of-pocket fees and expenses relating to the Loan
Agreement and/or this Amendment incurred by Lender, including, without limitation, attorney’s fees and expenses.



 


		(c)	Such
other documents, instruments and agreements as Lender in its sole discretion may require.



 


8.
Representations and Warranties. Each Loan Party represents and warrants to Lender that such Loan Party has the full
power and authority to execute, deliver and perform its obligations under, this Amendment and the execution and delivery of this
Amendment have been duly authorized by all necessary action of the stockholders, directors, members and managers, as applicable,
of such Loan Party.


 


9.
Release and Confirmation. Each Loan Party hereby (i) reaffirms that it remains indebted to Lender without defense,
counterclaim or offset and, assuming effectiveness of this Amendment, no default or Event of Default has occurred or exists under
the Loan Documents, (ii) restates, and reaffirms, all of its covenants, representations and warranties set forth in the Loan Documents
to the same extent as if fully set forth herein and each Loan Party hereby certifies that after giving effect to this Amendment,
all such covenants, representations and warranties are true and accurate as of the date hereof and (iii) acknowledges and warrants
that it does not have any claims, actions or causes of action whatsoever in law or in equity against Lender, its’ officers,
directors, employees, agents, successors, subsidiaries, related companies or attorneys (for the purpose of this paragraph, collectively
referred to herein as the “Lenders”) or any of them, in connection with or related to or arising from any and all
transactions with Lenders, whether known or unknown, including, but not limited to, the loans, through the date of this Amendment,
and each Loan Party for good and valuable consideration hereby waives, remises, releases and discharges any and all rights with
respect to such claims, additions or causes of action, if any.


 






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10.
Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Counterpart
signature pages to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format”
(“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance
of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


 







11.
References. Upon and after the date of this Amendment all references to the Loan Agreement in the Loan Documents, or
in any related document, shall mean the Loan Agreement as amended by this Amendment. Except as expressly provided in this Amendment,
the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute
a consent to or a waiver of any noncompliance with the provisions of the Loan Agreement, and, except as specifically provided
in this Amendment, the Loan Agreement shall remain in full force and effect in accordance with the respective terms thereof.


 


12.
Loan Documents Ratified. This Amendment is executed as an instrument under seal and shall be governed by and construed
in accordance with the laws of the State of Connecticut without regard to its conflicts of law rules. All parts of the Loan Agreement
and the other Loan Documents, not affected by this Amendment are hereby ratified and affirmed in all respects, provided that
if any provision of the Loan Documents shall conflict or be inconsistent with this Amendment, the terms of this Amendment
shall supersede and prevail.


 


13.
Costs and Expenses. Each Loan Party hereby reaffirms its agreement under the Loan Agreement to pay or reimburse Lender
on demand for all costs and expenses incurred by Lender in connection with the Loan Documents, including without limitation all
reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, each Loan Party specifically
agrees to pay all fees and disbursements of counsel to Lender for the services performed by such counsel in connection with the
preparation of this Amendment and the documents and instruments incidental hereto. Each Loan Party hereby agrees that Lender may,
at any time or from time to time in its sole discretion and without further authorization by the Loan Party, make a loan to Borrower
under the Loan Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and
expenses.


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 




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IN
WITNESS WHEREOF, the parties have executed this Amendment under seal as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	BLONDER TONGUE LABORATORIES, INC.
	 	 
	 	By:	 
	 	Name:	Eric Skolnik
	 	Title:	Senior Vice President and Chief Financial Officer
	 	 
	 	OTHER LOAN PARTIES:
	 	 
	 	BLONDER TONGUE FAR EAST, LLC
	 	 
	 	By:	 
	 	Name:	Eric Skolnik
	 	Title:	Senior Vice President and Chief Financial Officer
	 	 
	 	R. L. DRAKE HOLDINGS, LLC
	 	 
	 	By:	 
	 	Name:	Eric Skolnik
	 	Title:	Senior Vice President and Chief Financial Officer
	 	 
	 	LENDER:
	 	 
	 	MIDCAP BUSINESS CREDIT LLC
	 	 
	 	By:	 
	 	Name:	Steven A. Samson
	 	Title:	President




 


[Consent
and Amendment to Loan Agreement and Loan Documents] 


 




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EXHIBIT
1 CONSENT AND AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS


 


EXHIBIT
3


 


MIDCAP
BUSINESS CREDIT LLC


 


FORM
OF COMPLIANCE CERTIFICATE


 


	To:	MidCap Business Credit LLC
	 	433 South Main Street
	 	West Hartford, Connecticut 06110
	 	Attn: Steven A. Samson, President
	 	Telecopier: (800) 217-0500
	 	E-mail: ssamson@midcap.com




 


Please
refer to the Loan and Security Agreement (All Assets) dated as of October 25, 2019 (as amended, restated, supplemented or otherwise
modified from time to time, (the “Loan Agreement”), among BLONDER TONGUE LABORATORIES, INC., other loan parties,
and MIDCAP BUSINESS CREDIT LLC. Terms used but not otherwise defined herein are used herein as defined in the Loan Agreement.


 


	I.	Reports.
Enclosed herewith is a copy of the [annual/ monthly] report of Borrower as at _____________, ____ (the “Computation Date”),
which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence
of footnotes and to normal year-end adjustments)] of Borrower as of the Computation Date and has been prepared in accordance with
GAAP consistently applied.



 


	II.	Events
of Default. Borrower further certifies to you that no Event of Default has occurred and is continuing.



 


	III.	Financial
Tests. Borrower hereby certifies and warrants to you that attached hereto as Schedule 1 is a true and correct computation
as at the Computation Date of the applicable ratios and/or financial restrictions and/or financial calculations contained in the
Loan Agreement.



 


 Borrower
has caused this Certificate to be executed and delivered by its chief financial officer on _________, ____.


 


	 	BLONDER TONGUE LABORATORIES, INC.
	 	 
	 	By:	 
	 	Name:	               
	 	Title:	 







 




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SCHEDULE
1 – COMPLIANCE CERTIFICATE


 


Computation
Date: [_____________]


 


		A.	Section
15(n) – Excess Availability (for the Computation Period, without duplication):



 


		1.	Borrowing Base 	$________



 


		2.	Principal balance of the Revolving Note 	$________



 


		3.	Amount required to satisfy all past due obligations
of Borrower (including book overdrafts and delinquent payroll taxes), and repay accounts payable to within the stated invoice
terms. 	$________



 


		4.	Excess Availability (A.1 minus A.2 minus A.3) 	$________



 


		5.	Minimum Required 	*$________



 


	*	[proper
figure to be inserted as applicable at such time in accordance with Section 15(n)]



 


		B.	**Section
15(q) - Minimum EBITDA (for the Computation Period, without duplication):



 


		1.	Earnings Before Taxes 	$________



 


		2.	Interest Expense 	$________



 


		3.	depreciation, depletion and amortization 	$________



 


		4.	Permitted EBITDA Add-Back Amount	 $________



 


		5.	EBITDA (sum of A.1 through A.4) 	$________



 


		6.	Minimum Required	*$________



 


	*	[proper figure
to be inserted as applicable at such time in accordance with Section 15(q)]



 


	**	To be tested for the period during which a
                                                                                                                                   Minimum EBITDA Covenant Trigger Event occurs, if any, and for each computation period thereafter as set forth in Section
                                                                                                                                   15(q).



 




 


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