date);
(c)
Credit balances over ninety (90) days from invoice date;
(d)
That portion of Accounts for an account debtor, including
Affiliates, whose total obligations to Borrower exceed thirty percent (30%) of
all Accounts, except for (i) Sun Microsystems, for which the percentage shall be
thirty-five percent (35%), and (ii) Pfizer, for which the percentage shall be
forty percent (40%), for the amounts that exceed that percentage, unless Bank
otherwise approves in writing;"
3.
THE LOAN AGREEMENT SHALL BE AMENDED BY
INSERTING THE FOLLOWING DEFINITION, IN ALPHABETICAL ORDER, IN SECTION 13.1
THEREOF:
""2005 Closing Date" is March 28, 2005."
4.
THE BORROWING BASE CERTIFICATE
APPEARING AS EXHIBIT C TO THE LOAN AGREEMENT IS HEREBY REPLACED WITH THE
COMPLIANCE CERTIFICATE ATTACHED AS EXHIBIT A HERETO.
5.
THE COMPLIANCE CERTIFICATE APPEARING AS
EXHIBIT D TO THE LOAN AGREEMENT IS HEREBY REPLACED WITH THE COMPLIANCE
CERTIFICATE ATTACHED AS EXHIBIT B HERETO.
4.
FEES.
BORROWER SHALL PAY TO BANK A MODIFICATION FEE EQUAL TO
FIVE THOUSAND DOLLARS ($5,000.00) (THE "MODIFICATION FEE"), WHICH MODIFICATION
FEE SHALL BE DUE ON THE DATE HEREOF AND SHALL BE DEEMED FULLY EARNED 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.
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, 2004
BETWEEN BORROWER AND BANK, AND ACKNOWLEDGES, CONFIRMS AND AGREES THE DISCLOSURES
AND INFORMATION ABOVE BORROWER PROVIDED TO BANK IN THE PERFECTION CERTIFICATE
HAS NOT CHANGED, AS OF THE DATE HEREOF.
6.
AUTHORIZATION TO FILE.
BORROWER HEREBY AUTHORIZES BANK TO FILE
FINANCING STATEMENTS WITHOUT NOTICE TO BORROWER, WITH ALL APPROPRIATE
JURISDICTIONS, AS BANK DEEMS APPROPRIATE, IN ORDER TO FURTHER PERFECT OR PROTECT
BANK'S INTEREST IN THE COLLATERAL, INCLUDING A NOTICE THAT ANY DISPOSITION OF
THE COLLATERAL, BY EITHER THE BORROWER OR ANY OTHER PERSON, SHALL BE DEEMED TO
VIOLATE THE RIGHTS OF THE BANK UNDER THE CODE.
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