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.
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.
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.
THE EFFECTIVENESS OF THIS MODIFICATION AND EACH OF THE DOCUMENTS, INSTRUMENTS
AND AGREEMENTS ENTERED INTO IN CONNECTION WITH THIS MODIFICATION, INCLUDING
WITHOUT LIMIT ANY REPLACEMENT PROMISSORY NOTE ENTERED INTO IN CONNECTION
HEREWITH, IS CONDITIONED UPON RECEIPT BY BANK OF THIS MODIFICATION, ANY OTHER
DOCUMENTS WHICH BANK MAY REQUIRE TO CARRY OUT THE TERMS HEREOF.
4.
MISCELLANEOUS PROVISIONS.
(A)
THIS IS AN INTEGRATED MODIFICATION AND SUPERSEDES ALL PRIOR
NEGOTIATIONS AND AGREEMENTS REGARDING THE SUBJECT MATTER HEREOF.
ALL AMENDMENTS
HERETO MUST BE IN WRITING AND SIGNED BY THE PARTIES.
(B)
THIS MODIFICATION 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.
IN WITNESS WHEREOF, the parties have agreed as of the date first set forth
above.
ORANGE 21 INC.
COMERICA BANK
By:
/s/ Michael Brower
By:
/s/ Richmond Boyce
Name:
Michael Brower
Richmond Boyce
Title:
Chief Financial Officer
Vice President - Western Division
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