ON SEPTEMBER 16, 2020, AND (II) THE
SAME AMOUNT ON THE SAME DAY OF EACH MONTH THEREAFTER UNTIL THE ENTIRE EQUIPMENT
LOAN HAS BEEN PAID IN FULL.
ANY PORTION OF THE EQUIPMENT LOAN REPAID CANNOT BE
RE-BORROWED; MINUS
(C)
TWO HUNDRED AND FIFTY THOUSAND ($250,000.00) DOLLARS (THE
"AVAILABILITY BLOCK"); MINUS
(D)
THE BORROWING BASE RESERVE."
e.
The Loan Agreement is hereby further amended by deleting
Section 8(l) of the Loan Agreement in its entirety and inserting the following
new Section 16 in lieu thereof in order to modify the Minimum EBITDA covenant
(and eliminate the test for the period ending June 30, 2020):
" (l) Minimum EBITDA.
Borrower shall not permit its consolidated EBITDA to be
less than the following amounts for the following periods:
Period
Amount
3 months ending September 30, 2020
$
(250,000.00)
6 months ending December 31, 2020
$
(450,000.00)
3 months ending March 31, 2021
$
100,000.00
6 months ending June 30, 2021
$
250,000.00
9 months ending September 30, 2021
$
400,000.00
12 months ending December 31, 2021 and for the 12 month period ending as of the
end of each fiscal quarter thereafter."
$
600,000.00
4
--------------------------------------------------------------------------------
f.
The Loan Agreement is hereby further amended by deleting
Section 16 of the Loan Agreement in its entirety and inserting the following new
Section 16 in lieu thereof in order to reduce the early termination fee:
"16. TERMINATION.
(A)
UNLESS SOONER TERMINATED BY LENDER AS A RESULT OF THE
OCCURRENCE OF
AN EVENT OF DEFAULT, BORROWERS' ELIGIBILITY TO REQUEST LOANS
HEREUNDER SHALL COMMENCE ON THE DATE HEREOF AND SHALL CONTINUE FOR A PERIOD
THROUGH AND INCLUDING SEPTEMBER 16, 2022 (THE "TERM").
IF BORROWERS DESIRE TO
TERMINATE THIS AGREEMENT PRIOR TO THE END OF THE TERM, BORROWERS SHALL GIVE AT
LEAST SIXTY (60) DAYS PRIOR WRITTEN NOTICE TO LENDER OF BORROWERS' INTENTION TO
DO SO AND SHALL PAY TO LENDER THE TERMINATION CHARGE SET FORTH BELOW.
AT THE
END OF THE TERM, BORROWERS SHALL PAY THE ENTIRE BALANCE OF THE LOANS AND ALL
OTHER OUTSTANDING OBLIGATIONS.
FURTHER, UPON TERMINATION OF THIS AGREEMENT, ALL
OF THE RIGHTS, INTERESTS AND REMEDIES OF LENDER AND OBLIGATIONS OF BORROWERS
SHALL SURVIVE AND BORROWERS SHALL HAVE NO RIGHT TO RECEIVE, AND LENDER SHALL
HAVE NO OBLIGATION TO MAKE, ANY FURTHER LOANS.
UPON FULL, FINAL AND
INDEFEASIBLE PAYMENT OF THE OBLIGATIONS TO LENDER, ALL RIGHTS AND REMEDIES OF
BORROWERS AND LENDER HEREUNDER SHALL CEASE, SO LONG AS ANY PAYMENT SO MADE TO
LENDER AND APPLIED TO THE OBLIGATIONS IS NOT THEREAFTER RECOVERED FROM OR REPAID
BY LENDER IN WHOLE OR IN PART IN ANY INSOLVENCY OR LIQUIDATION PROCEEDING
INSTITUTED BY OR AGAINST ANY BORROWER, WHEREUPON THIS AGREEMENT SHALL BE
AUTOMATICALLY REINSTATED WITHOUT ANY FURTHER ACTION BY BORROWERS AND LENDER AND
SHALL CONTINUE TO BE FULLY APPLICABLE TO SUCH OBLIGATIONS TO THE SAME EXTENT AS
THOUGH THE PAYMENT SO RECOVERED OR REPAID HAD NEVER BEEN ORIGINALLY MADE ON SUCH
OBLIGATIONS.
(B)
IF THIS AGREEMENT IS TERMINATED BY LENDER FOLLOWING THE
OCCURRENCE OF AN EVENT