STATE CERTIFIED CERTIFICATE OF INCORPORATION AND BYLAWS, CERTIFIED BY THE
SECRETARY OF JOINING BORROWER;
(F)
DELIVERY BY BORROWERS OF INCUMBENCY
CERTIFICATES FOR JOINING BORROWER IDENTIFYING ALL AUTHORIZED OFFICERS WITH
SPECIMEN SIGNATURES;
(G)
RECEIPT OF UNIFORM COMMERCIAL CODE FINANCING
STATEMENT, JUDGMENT AND STATE AND FEDERAL TAX LIEN SEARCHES AGAINST JOINING
BORROWER SHOWING NO LIENS ON ANY OF THE COLLATERAL (OTHER THAN LIENS RELEASED
CONTEMPORANEOUSLY WITH THE EFFECTIVENESS OF THIS AMENDMENT);
(H)
DELIVERY BY BORROWERS OF COPIES OF THE
ACCREDITATIONS, LICENSES, CERTIFICATIONS REQUIRED BY SECTION 5.03 OF THE CREDIT
AGREEMENT WITH RESPECT TO JOINING BORROWER;
(I)
DELIVERY BY BORROWERS OF AN OPINION
LETTER FROM BORROWERS' COUNSEL REGARDING SUCH MATTERS AS LENDER MAY REQUIRE IN
ITS SOLE DISCRETION;
(J)
DELIVERY BY BORROWERS OF AN OFFICER'S
CLOSING CERTIFICATE;
(K)
DELIVERY BY BORROWERS OF PAYOFF LETTERS AND
RELEASES FROM ALL PERSONS HAVING A SECURITY INTEREST OR OTHER INTEREST IN THE
COLLATERAL (EXCEPT FOR PERMITTED LIENS), TOGETHER WITH ALL UCC-3 TERMINATION OR
PARTIAL RELEASES OR MORTGAGE SATISFACTIONS NECESSARY TO TERMINATE EACH SUCH
PERSON'S INTERESTS IN THE COLLATERAL;
(L)
DELIVERY BY BORROWERS OF THE AMENDED AND
RESTATED SCHEDULES;
(M)
DELIVERY BY BORROWERS FOR JOINING BORROWER OF
COPIES OF INSURANCE POLICIES OR CERTIFICATES OF INSURANCE ON AN ACORD 27 FORM
EVIDENCING LIABILITY AND CASUALTY INSURANCE MEETING THE REQUIREMENTS SET FORTH
IN THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, NAMING LENDER AS LENDER'S
LOSS PAYEE (AS TO PROPERTY AND CASUALTY COVERAGE) AND ADDITIONAL INSURED (AS TO
LIABILITY COVERAGE);
(N)
DELIVERY BY BORROWERS TO LENDER OF TRUE,
CORRECT AND COMPLETE COPIES OF THE AG ACQUISITION DOCUMENTS;
(O)
NO UNMATURED EVENT OF DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE LOAN DOCUMENTS;
(P)
PAYMENT BY BORROWERS OF ANY AND ALL COSTS,
FEES AND EXPENSES OF LENDER (INCLUDING, ATTORNEYS' FEES) IN CONNECTION WITH THIS
AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY; AND
(Q)
EXECUTION AND/OR DELIVERY BY BORROWERS OF
ALL AGREEMENTS, INSTRUMENTS AND DOCUMENTS REQUESTED BY LENDER TO EFFECTUATE AND
IMPLEMENT THE TERMS HEREOF AND THE LOAN DOCUMENTS.
6.
CONFIRMATION OF INDEBTEDNESS.
BORROWERS HEREBY ACKNOWLEDGE AND CONFIRM THAT AS OF THE CLOSE OF BUSINESS ON
DECEMBER 18, 2009, BORROWERS ARE INDEBTED TO LENDER, WITHOUT DEFENSE, SETOFF,
CLAIM OR COUNTERCLAIM, UNDER THE LOAN DOCUMENTS, IN THE AGGREGATE PRINCIPAL
AMOUNT OF $5,152,277.91 PLUS ALL FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS'
FEES) INCURRED TO DATE IN CONNECTION WITH THE LOAN DOCUMENTS.
4
7.
RATIFICATION OF LOAN DOCUMENTS.
EXCEPT
AS EXPRESSLY SET FORTH HEREIN, ALL OF THE TERMS AND CONDITIONS OF THE CREDIT
AGREEMENT AND LOAN DOCUMENTS ARE HEREBY RATIFIED AND CONFIRMED AND CONTINUE
UNCHANGED AND IN FULL FORCE AND EFFECT.
ALL REFERENCES TO THE CREDIT AGREEMENT
SHALL MEAN THE CREDIT AGREEMENT AS MODIFIED BY THIS AMENDMENT.
ALL REFERENCES
TO THE REVOLVING NOTE SHALL MEAN THE AMENDED AND RESTATED REVOLVING NOTE.
8.
COLLATERAL.
TO SECURE THE PAYMENT,
PROMPTLY WHEN DUE, AND THE PUNCTUAL PERFORMANCE, OF ALL OF THE OBLIGATIONS, AND
SATISFACTION BY BORROWERS OF ALL COVENANTS AND UNDERTAKINGS CONTAINED IN THE
CREDIT AGREEMENT AND THE LOAN DOCUMENTS, EACH EXISTING BORROWER RECONFIRMS THE