JUDGE SITTING WITHOUT
A JURY.
15.
ARTICLE VIII OF THE LOAN AGREEMENT IS HEREBY
AMENDED BY DELETING SECTION 8.13 THEREOF IN ITS ENTIRETY AND SUBSTITUTING THE
FOLLOWING NEW SECTION 8.13 IN LIEU THEREOF:
8.13
Severability.
If any provision of this
Agreement, any Note, or any of the other Loan Documents shall be held invalid
under any applicable Laws, such invalidity shall not affect any other provision
of this Agreement or such other instrument or agreement that can be given effect
without the invalid provision, and, to this end, the provisions hereof are
severable.
16.
THE LOAN AGREEMENT IS HEREBY AMENDED BY
ADDING AS EXHIBIT "D" THERETO THE ATTACHED EXHIBIT "D", WHICH PROVIDES THE FORM
OF THE TERM NOTE NO. 2.
17.
THE LOAN AGREEMENT IS HEREBY AMENDED BY
ADDING AS EXHIBIT "E" THERETO THE ATTACHED EXHIBIT "E", WHICH PROVIDES THE FORM
OF THE COMPLIANCE CERTIFICATE.
18.
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.
19.
EXCEPT AS MAY BE MODIFIED OR WAIVED BY THE
BANK, IN ITS SOLE DISCRETION, THE EFFECTIVENESS OF THIS AMENDMENT SHALL BE
SUBJECT TO FULL AND COMPLETE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
PAYMENT OF FEES AND EXPENSES.
BANK SHALL
HAVE RECEIVED FROM BORROWER PAYMENT OF THE ADDITIONAL LOAN FEE IN THE AMOUNT OF
$45,000.00 AND ALL OTHER FEES AND EXPENSES REQUIRED BY THE LOAN AGREEMENT, AS
FURTHER AMENDED BY THIS AMENDMENT, AND ANY OF THE OTHER LOAN DOCUMENTS THEN DUE.
(B)
TERM NOTE NO. 2.
THE BANK SHALL HAVE
RECEIVED THE TERM NOTE NO. 2, DULY EXECUTED AND DELIVERED BY THE BORROWER.
10
(C)
BORROWER'S RESOLUTIONS.
THE BANK SHALL
HAVE RECEIVED FROM BORROWER RESOLUTIONS OF THE BORROWER'S BOARD OF DIRECTORS, IN
A FORM SATISFACTORY TO BANK, AUTHORIZING THE BORROWER TO ENTER INTO THE
TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT.
(D)
TERM LOAN NO. 2 GUARANTY.
THE BANK SHALL
HAVE RECEIVED THE TERM LOAN NO. 2 GUARANTY, IN A FORM SATISFACTORY TO BANK, DULY
EXECUTED AND DELIVERED BY THE GUARANTOR.
20.
EXCEPT AS EXPRESSLY MODIFIED BY THIS
AMENDMENT, THE PARTIES AGREE THAT:
(A)
IN ALL OTHER RESPECTS, ALL THE TERMS,
CONDITIONS, OBLIGATIONS AND PROVISIONS OF THE LOAN AGREEMENT SHALL BE UNCHANGED
AND REMAIN THE SAME AND IN FULL FORCE AND EFFECT, AND ALL