"UNUSED REVOLVING LINE FACILITY
FEE" APPEARING IN SECTION 13.1 THEREOF AND DELETING EVERY REFERENCE TO SUCH
TERM, RESPECTIVELY, IN THE LOAN AGREEMENT AND EACH OTHER DOCUMENT THAT
REFERENCES SUCH TERMS AS DEFINED IN THE LOAN AGREEMENT.
15.
THE LOAN AGREEMENT SHALL BE AMENDED BY
SUBSTITUTING EXHIBIT A THERETO IN ITS ENTIRETY AND INSERTING IN LIEU THEREOF
SCHEDULE 1 HERETO.
BORROWER HEREBY GRANTS BANK, TO SECURE THE PAYMENT AND
PERFORMANCE IN FULL OF ALL OBLIGATIONS AND THE PERFORMANCE OF EACH OF BORROWER'S
DUTIES UNDER THE EXISTING LOAN DOCUMENTS, A CONTINUED SECURITY INTEREST IN AND
PLEDGES AND ASSIGNS TO BANK, THE COLLATERAL WHEREVER LOCATED, WHETHER NOW OWNED
OR HEREAFTER ACQUIRED OR ARISING AND ALL PROCEEDS AND PRODUCTS THEREOF.
16.
THE BORROWING BASE CERTIFICATE APPEARING AS
EXHIBIT C TO THE LOAN AGREEMENT IS HEREBY REPLACED WITH THE BORROWING BASE
CERTIFICATE ATTACHED AS SCHEDULE 2 HERETO.
17.
THE COMPLIANCE CERTIFICATE APPEARING AS
EXHIBIT D TO THE LOAN AGREEMENT IS HEREBY REPLACED WITH THE COMPLIANCE
CERTIFICATE ATTACHED AS SCHEDULE 3 HERETO.
4.
FEES.
A FULLY EARNED, NON-REFUNDABLE
FACILITY FEE OF ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) IS EARNED AND
PAYABLE AS OF THE DATE HEREOF.
THE BORROWER SHALL ALSO REIMBURSE BANK FOR ALL
LEGAL FEES AND EXPENSES INCURRED IN CONNECTION WITH THIS AMENDMENT TO THE
EXISTING LOAN DOCUMENTS.
5.
TERMINATION OF IP AGREEMENT.
THE IP
AGREEMENT IS HEREBY TERMINATED.
6.
RATIFICATION OF PERFECTION
CERTIFICATE.
Borrower hereby ratifies, confirms and reaffirms, all and
singular, the terms and disclosures contained in a certain Perfection
Certificate dated as of August 11, 2003, as updated from time to time, between
Borrower and Bank, and acknowledges, confirms and agrees the disclosures and
information Borrower provided to Bank in the Perfection Certificate has not
changed, as of the date hereof, except to the extent such disclosure is updated
by the information contained in Schedule 4 attached hereto.
7.
CONSISTENT CHANGES.
THE EXISTING LOAN
DOCUMENTS ARE HEREBY AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED
ABOVE.
8.
RATIFICATION OF LOAN DOCUMENTS.
BORROWER HEREBY RATIFIES, CONFIRMS, AND REAFFIRMS ALL TERMS AND CONDITIONS OF
ALL SECURITY OR OTHER COLLATERAL GRANTED TO THE BANK, AND CONFIRMS THAT THE
INDEBTEDNESS SECURED THEREBY INCLUDES, WITHOUT LIMITATION, THE OBLIGATIONS.
9.
NO DEFENSES OF BORROWER.
BORROWER
HEREBY ACKNOWLEDGES AND AGREES THAT BORROWER HAS NO OFFSETS, DEFENSES, CLAIMS,
OR COUNTERCLAIMS AGAINST BANK WITH RESPECT TO THE OBLIGATIONS, OR OTHERWISE, AND
THAT IF BORROWER NOW HAS, OR EVER DID HAVE, ANY OFFSETS, DEFENSES, CLAIMS, OR
COUNTERCLAIMS AGAINST BANK, WHETHER KNOWN OR UNKNOWN, AT LAW OR IN EQUITY, ALL
OF THEM ARE HEREBY EXPRESSLY WAIVED AND BORROWER HEREBY RELEASES BANK FROM ANY
LIABILITY THEREUNDER.
10.
CONTINUING VALIDITY.
BORROWER UNDERSTANDS
AND AGREES THAT IN MODIFYING THE EXISTING OBLIGATIONS, BANK IS RELYING UPON
BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS, AS SET FORTH IN THE
EXISTING LOAN DOCUMENTS.
EXCEPT AS EXPRESSLY MODIFIED PURSUANT TO THIS LOAN
MODIFICATION AGREEMENT, THE TERMS OF THE EXISTING LOAN DOCUMENTS REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
BANK'S AGREEMENT TO MODIFICATIONS TO
THE EXISTING OBLIGATIONS PURSUANT TO THIS LOAN