Exhibit 10.32
SIXTH AMENDMENT TO TERM LOAN AGREEMENT
THIS SIXTH AMENDMENT TO TERM LOAN AGREEMENT (the "Amendment" or "Sixth Amendment
to Term Loan Agreement") is entered into by and between KMG-BERNUTH, INC., a
Delaware corporation (hereinafter referred to as "Borrower") and WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association (successor by merger to
SouthTrust Bank) (hereinafter referred to as "Bank") as of the 5th day of June,
2006.
W I T N E S S E T H :
WHEREAS, Borrower and Bank are parties to that certain Term Loan Agreement dated
as of June 26, 1998, as amended by that certain First Amendment to Term Loan
Agreement dated as of December 30, 2002, by that certain Second Amendment to
Term Loan Agreement dated as of December 5, 2003, by that certain Third
Amendment to Term Loan Agreement dated as of June 8, 2004, by that certain
Fourth Amendment to Term Loan Agreement dated as of July 31, 2004, and by that
certain Fifth Amendment to Term Loan Agreement dated as of June 7, 2005 (as so
amended and as hereby amended, the "Loan Agreement"), whereby Borrower became
indebted to Bank for a Term Loan in the original principal amount of
$6,000,000.00 and thereafter amended to a principal amount of $5,050,000.00 and
a Term Loan No. 2 in the principal amount of $6,000,000.00 and thereafter
amended to a principal amount of $8,600,000.00 (all of the foregoing capitalized
terms together with all other capitalized terms used herein shall have the
respective meanings assigned thereto in the Loan Agreement, unless otherwise
specifically defined herein); and
WHEREAS, upon request of the Borrower, the Bank has agreed to amend certain
covenants of the Borrower required by the Loan Agreement, which amendment is
specifically set forth below.
NOW, THEREFORE, in consideration of the sum of One and No/100 Dollar ($1.00) and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:
1.
THE LOAN AGREEMENT IS HEREBY AMENDED BY
DELETING SECTION 6.2(M) IN ITS ENTIRETY.
2.
BORROWER REPRESENTS AND WARRANTS TO THE
BANK THAT AS OF THE DATE HEREOF:
(A) ALL REPRESENTATIONS AND WARRANTIES GIVEN
BY THE BORROWER IN ARTICLE V OF THE LOAN AGREEMENT ARE TRUE AND CORRECT, EXCEPT
TO THE EXTENT AFFECTED BY THIS AMENDMENT; AND (B) THE BORROWER IS IN FULL
COMPLIANCE WITH ALL OF THE COVENANTS OF THE BORROWER CONTAINED IN ARTICLE VI OF
THE LOAN AGREEMENT, EXCEPT TO THE EXTENT AFFECTED BY THIS AMENDMENT.
THE
BORROWER FURTHER REPRESENTS THAT THE BORROWER HAS FULL POWER AND AUTHORITY TO
ENTER INTO THIS AMENDMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY, AND THE BORROWER AGREES TO PAY DIRECTLY, OR REIMBURSE THE BANK FOR, ALL
REASONABLE EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF LEGAL
COUNSEL, INCURRED IN CONNECTION WITH THE PREPARATION OF THE DOCUMENTATION TO
EVIDENCE THIS AMENDMENT AND ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR IN
FURTHERANCE HEREOF.
3.
EXCEPT AS MAY BE MODIFIED OR WAIVED BY
THE BANK, IN ITS