GULIAN, AND/OR ALBERT CIARDI, JR. IN THE
AGGREGATE PRINCIPAL AMOUNT OF ONE MILLION TWO HUNDRED ELEVEN THOUSAND EIGHT
HUNDRED FORTY-SIX DOLLARS ($1,211,846.00). (THE "SUBORDINATED DEBT REPAYMENT").
AFTER THE SUBORDINATED DEBT REPAYMENT, INFOLOGIX WILL NOT HAVE OUTSTANDING TO
COSMO DENICOLA, CRAIG WILENSKY, RICHARD HODGE, DAVID GULIAN AND/OR ALBERT
CIARDI, JR. ANY INDEBTEDNESS FOR BORROWED MONEY.
(C)
TRANSFER OF EQUITY INTERESTS.
BORROWERS HAVE INFORMED BANK THAT
IRA LUBERT INTENDS TO ACQUIRE A SIXTEEN AND SIXTY-FIVE HUNDREDTHS PERCENT
(16.65%) EQUITY INTEREST, WARREN V. MUSSER INTENDS TO ACQUIRE A SIXTEEN AND
SIXTY-FIVE HUNDREDTHS PERCENT (16.65%) EQUITY INTEREST AND CHARLES ROBBINS
INTENDS TO ACQUIRE A ONE AND SEVEN TENTHS PERCENT (1.7%) EQUITY INTEREST,
THIRTY-FIVE PERCENT (35%) EQUITY INTEREST IN THE AGGREGATE, IN INFOLOGIX (THE
"OWNERSHIP RESTRUCTURE") PURSUANT TO THOSE CERTAIN STOCK PURCHASE AGREEMENTS
DATED JULY 17, 2006 BETWEEN WARREN V. MUSSER, AND/OR HIS DESIGNATED ASSIGNEE,
AND EACH OF COSMO DENICOLA, CRAIG WILENSKY, RICHARD HODGE, DAVID GULIAN AND
ALBERT CIARDI, JR. (COLLECTIVELY, THE "PURCHASE AGREEMENT").
(D)
MERGER.
BORROWERS HAVE INFORMED BANK THAT PRIOR TO THE CUT-OFF
DATE, INFOLOGIX INTENDS TO MERGE WITH A TO-BE-FORMED ENTITY (THE "MERGER
SHELL").
INFOLOGIX, A DELAWARE CORPORATION WILL BE THE CORPORATION SURVIVING
SUCH MERGER.
MERGER SHELL SHALL BE A WHOLLY OWNED SUBSIDIARY OF A PUBLIC
HOLDING COMPANY (THE "PUBLIC SHELL").
IN CONNECTION WITH SUCH MERGER, THE
EQUITY OWNERS OF INFOLOGIX SHALL RECEIVE EQUITY INTERESTS OF THE PUBLIC SHELL.
THE OWNERSHIP OF THE PUBLIC SHELL AFTER SUCH MERGER SHALL BE AS SET FORTH ON
EXHIBIT "A" HERETO.
THE TRANSACTIONS REFERENCE IN THIS SECTION 1(E) ARE
REFERRED TO HEREIN AS THE "MERGER".
(E)
PROPOSED TRANSACTIONS.
THE ADDITIONAL SUBORDINATED DEBT
TRANSACTION, THE SUBORDINATED DEBT REPAYMENT, THE OWNERSHIP RESTRUCTURE AND THE
MERGER SHALL BE REFERRED TO HEREIN, COLLECTIVELY, AS THE "PROPOSED
TRANSACTIONS".
(F)
CONSENT AND WAIVER.
SUBJECT TO THE TERMS AND CONDITIONS OF
SECTIONS 12 AND 13 HEREOF, BANK HEREBY CONSENTS TO THE PROPOSED TRANSACTIONS
AND, SOLELY FOR THE PURPOSE OF AVOIDING THE OCCURRENCE OF A DEFAULT OR AN EVENT
OF DEFAULT WHICH COULD BE CAUSED BY THE PROPOSED TRANSACTIONS, WAIVES BORROWERS'
AND GUARANTORS' COMPLIANCE WITH THOSE PROVISIONS OF THE LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS WHICH WOULD PROHIBIT THE PROPOSED TRANSACTIONS.
The foregoing consent and waiver is given solely in connection with the Proposed
Transactions and shall not be deemed to be an agreement, obligation or
commitment by Bank to consent to any other transactions which would be
prohibited by the terms and conditions of the Loan Agreement or any of the other
Loan Documents.
2.
NEW TERM LOAN B.
THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING
THE FOLLOWING AS SECTIONS 2.2A, 3.2A, 4.3A AND 4.3B THERETO:
"2.2A
Term Loan B.
Bank shall lend to Borrowers and Borrowers shall borrow
from Bank the aggregate amount of One Million Dollars ($1,000,000.00) ("Term
Loan B").
Borrowers' obligation to repay Term Loan B shall be evidenced by
Borrowers' promissory note (the
2
"Term Note B") in the face amount of One Million Dollars ($1,000,000.00)."
"3.2A
Interest on Term Loan B.
Interest on the entire