AMENDMENT.
11.
CONDITIONS PRECEDENT. THIS AMENDMENT SHALL BE EFFECTIVE WHEN THE
LENDER SHALL HAVE RECEIVED AN EXECUTED ORIGINAL HEREOF, TOGETHER WITH EACH OF
THE FOLLOWING, EACH IN SUBSTANCE AND FORM ACCEPTABLE TO THE LENDER IN ITS SOLE
DISCRETION:
(A)
COPIES OF THE ACQUISITION DOCUMENTS, PROPERLY EXECUTED ON BEHALF
OF THE PARTIES THERETO, CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY OF
LABORATORIES AS BEING TRUE AND CORRECT COPIES THEREOF, AND THE LENDER SHALL HAVE
REVIEWED AND APPROVED SUCH ACQUISITION DOCUMENTS IN ITS SOLE DISCRETION.
(B)
A SEPARATE GUARANTY, PROPERLY EXECUTED BY LEADTECH, PURSUANT TO
WHICH LEADTECH UNCONDITIONALLY GUARANTEES THE FULL AND PROMPT PAYMENT OF ALL
OBLIGATIONS.
(C)
A SECURITY AGREEMENT, DULY EXECUTED BY LEADTECH.
(D)
EVIDENCE THAT THE BORROWERS HAVE RECEIVED CASH PROCEEDS OF NOT
LESS THAN $700,000 IN SUBORDINATED DEBT TO PARTIALLY FINANCE THE ACQUISITION OF
LEADTECH.
6
(E)
A CERTIFICATE OF THE SECRETARY OF LEADTECH CERTIFYING AS TO
(IX) THE RESOLUTIONS OF THE BOARD OF DIRECTORS
AND, IF REQUIRED, SHAREHOLDERS,
OF THAT COMPANY AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
GUARANTY EXECUTED AND DELIVERED TO THE LENDER BY IT; (X) THE COMPANY'S ARTICLES
OF INCORPORATION AND BYLAWS; AND (XI) THE SIGNATURES OF THE OFFICERS OR AGENTS
AUTHORIZED TO EXECUTE AND DELIVER SUCH GUARANTY ON BEHALF OF SUCH COMPANY.
(F)
CURRENT SEARCHES OF APPROPRIATE FILING OFFICES SHOWING THAT
(XII) NO STATE OR FEDERAL TAX OR JUDGMENT LIENS HAVE BEEN FILED AND REMAIN IN
EFFECT AGAINST LEADTECH, (XIII) NO FINANCING STATEMENTS HAVE BEEN FILED AND
REMAIN IN EFFECT AGAINST LEADTECH EXCEPT FINANCING STATEMENTS ACCEPTABLE TO THE
LENDER IN ITS SOLE DISCRETION, AND (XIV) THE LENDER HAS DULY FILED ALL FINANCING
STATEMENTS NECESSARY TO PERFECT ITS SECURITY INTERESTS IN THE PROPERTY OF
LEADTECH, TO THE EXTENT SUCH SECURITY INTERESTS ARE CAPABLE OF BEING PERFECTED
BY FILING.
(G)
AN OPINION OF THE BORROWERS' COUNSEL AS TO THE MATTERS SET FORTH
IN PARAGRAPHS 12(A) AND 12(B) HEREOF AND AS TO SUCH OTHER MATTERS AS THE LENDER
SHALL REQUIRE.
(H)
AN OPINION OF LEADTECH'S COUNSEL AS TO SUCH OTHER MATTERS AS THE
LENDER SHALL REQUIRE.
(I)
PAYMENT OF THE FEE DESCRIBED IN PARAGRAPH 10.
(J)
SUCH OTHER MATTERS AS THE LENDER MAY REQUIRE.
12.
REPRESENTATIONS AND WARRANTIES. THE BORROWERS HEREBY REPRESENT AND
WARRANT TO THE LENDER AS FOLLOWS:
(A)
EACH BORROWER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE
THIS AMENDMENT AND TO PERFORM ALL OF ITS OBLIGATIONS HEREUNDER, AND THIS
AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY EACH BORROWER AND CONSTITUTES
THE LEGAL, VALID AND BINDING OBLIGATION OF EACH BORROWER, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH BORROWER OF THIS
AMENDMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND DO NOT
(I) REQUIRE ANY AUTHORIZATION, CONSENT OR APPROVAL BY ANY GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR
FOREIGN, (II) VIOLATE ANY PROVISION OF ANY LAW, RULE OR REGULATION OR OF ANY
ORDER, WRIT, INJUNCTION OR DECREE PRESENTLY IN EFFECT, HAVING APPLICABILITY TO
ANY BORROWER, OR THE ARTICLES OF INCORPORATION