TERM LOAN NOTE.
IT IS HEREBY AGREED AND
UNDERSTOOD THAT THE REVOLVING LOAN NOTE AND THE TERM LOAN NOTE REMAIN IN FULL
FORCE AND EFFECT AND THAT THE OBLIGATIONS EVIDENCED THEREBY REMAIN DUE AND
PAYABLE ON THE TERMS SET FORTH THEREIN AND IN THE CREDIT AGREEMENT, EXCEPT THAT
THE FACE AMOUNT OF THE REVOLVING LOAN NOTE SHALL BE REDUCED FROM $20,000,000 TO
$15,000,000 UPON THE EFFECTIVENESS OF THIS AMENDMENT.
THE REVOLVING LOAN NOTE
SHALL BE DEEMED AMENDED TO REFLECT SUCH REDUCTION UPON THE EFFECTIVENESS OF THIS
AMENDMENT.
SECTION 5.
AMENDMENT OF THE LOAN DOCUMENTS.
IT IS HEREBY AGREED AND UNDERSTOOD
BY THE LENDER AND THE COMPANY THAT, SUBJECT TO THE COMPLETE FULFILLMENT AND
PERFORMANCE OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 6 OF THIS AMENDMENT
AND EFFECTIVE AS OF THE EFFECTIVE DATE OF THIS AMENDMENT, EACH REFERENCE TO THE
CREDIT AGREEMENT, THE REVOLVING LOAN, THE TERM LOAN, THE REVOLVING LOAN NOTE,
THE TERM LOAN NOTE, AND/OR ANY OTHER DEFINED TERMS OR ANY LOAN DOCUMENTS IN ANY
LOAN DOCUMENTS SHALL BE DEEMED TO BE A REFERENCE TO ANY SUCH DEFINED TERMS OR
SUCH AGREEMENTS AS SUCH TERMS OR AGREEMENTS ARE AMENDED OR MODIFIED BY THIS
AMENDMENT.
ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT
CONTAINED IN
3
THIS AMENDMENT SHALL BE DEEMED TO BE AN EVENT OF DEFAULT FOR ALL PURPOSES OF THE
CREDIT AGREEMENT.
SECTION 6.
CONDITIONS PRECEDENT.
THE EFFECTIVENESS OF THIS AMENDMENT AND THE
OBLIGATIONS OF THE LENDER HEREUNDER ARE SUBJECT TO THE SATISFACTION, OR WAIVER
BY THE LENDER, OF THE FOLLOWING CONDITIONS PRECEDENT ON OR BEFORE THE DATE
HEREOF (UNLESS OTHERWISE PROVIDED OR AGREED TO BY THE LENDER) IN ADDITION TO THE
CONDITIONS PRECEDENT SPECIFIED IN SECTION 12.2 OF THE CREDIT AGREEMENT:
A.
THE COMPANY SHALL HAVE (I) PAID TO THE
LENDER A WAIVER AND AMENDMENT FEE OF $20,000, AND (II) PAID AND/OR REIMBURSED
ALL REASONABLE FEES, COSTS AND EXPENSES RELATING TO THIS AMENDMENT AND OWED TO
THE LENDER PURSUANT TO THE CREDIT AGREEMENT IN CONNECTION WITH THIS AMENDMENT.
B.
THE COMPANY SHALL HAVE DELIVERED, OR
CAUSED TO BE DELIVERED, ORIGINAL FULLY COMPLETED, DATED AND EXECUTED ORIGINALS
OF (I) THIS AMENDMENT, AND (II) SUCH OTHER CERTIFICATES, INSTRUMENTS, AGREEMENTS
OR DOCUMENTS AS THE LENDER MAY REASONABLY REQUEST (EACH OF THE FOREGOING
CERTIFICATES, INSTRUMENTS, AGREEMENTS AND DOCUMENTS DESCRIBED IN THIS SECTION
6(B) (OTHER THAN THIS AMENDMENT) WHICH CONSTITUTE LOAN DOCUMENTS ARE HEREINAFTER
REFERRED TO COLLECTIVELY AS THE "OTHER DOCUMENTS").
C.
THE FOLLOWING STATEMENTS SHALL BE TRUE
AND CORRECT AND THE COMPANY, BY EXECUTING AND DELIVERING THIS AMENDMENT TO THE
LENDER AND THE ADMINISTRATIVE AGENT, HEREBY CERTIFIES THAT THE FOLLOWING
STATEMENTS ARE TRUE AND CORRECT AS OF THE DATE HEREOF:
(1)
OTHER THAN AS EXPRESSLY CONTEMPLATED BY
THIS AMENDMENT, SINCE THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS FURNISHED
BY THE COMPANY TO THE LENDER (WHICH FINANCIAL STATEMENTS WERE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AND OTHERWISE CONFORMED TO THE REQUIREMENTS SET FORTH
IN THE CREDIT AGREEMENT FOR SUCH FINANCIAL STATEMENTS), THERE SHALL HAVE BEEN NO
CHANGE