Loan Agreement to extend the Revolving Loan
Termination Date until January 31, 2005; and
WHEREAS, pursuant to that certain Ninth Amendment to Revolving Loan Agreement
dated effective as of December 14, 2004 (the "Ninth Amendment") the Bank and
Borrower further amended the Loan Agreement to increase the amount of the
Revolving Loan Commitment from $3,500,000.00 to $5,000,000.00 and to extend the
Revolving Loan Termination Date until December 31, 2007; and
WHEREAS, pursuant to that certain Tenth Amendment to Revolving Loan Agreement
dated effective as of June 7, 2005 (the "Tenth Amendment"), the Bank and
Borrower further amended the Loan Agreement to amend certain of the financial
covenants (the Loan Agreement as amended by the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth
Amendment, and the Tenth Amendment being hereinafter referred to as the "Loan
Agreement As Amended"); and
WHEREAS, the Borrower desires, and the Bank has agreed, to further modify the
Loan Agreement As Amended in order to amend certain covenants of Borrower, all
as more specifically hereinafter set forth.
NOW, THEREFORE, the Borrower and the Bank hereby modify the Loan Agreement As
Amended as follows:
1.
SECTION 6.2(M) OF THE LOAN AGREEMENT AS
AMENDED IS HEREBY DELETED IN ITS ENTIRETY.
2.
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 AS AMENDED 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 AS AMENDED, 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 OTHER DOCUMENTS EXECUTED IN
CONNECTION HEREWITH OR IN FURTHERANCE HEREOF.
2
3.
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 ANY LOAN FEE AND ANY AND ALL OTHER FEES
AND EXPENSES REQUIRED BY THE LOAN AGREEMENT AS AMENDED, AS FURTHER AMENDED BY
THIS AMENDMENT, AND ANY OF THE OTHER LOAN DOCUMENTS THEN DUE.
(B)
ADDITIONAL DOCUMENTATION.
THE BANK SHALL
HAVE RECEIVED SUCH ADDITIONAL DOCUMENTATION AS MAY BE REQUESTED BY THE BANK, OR
ITS COUNSEL, TO SATISFY THE BANK THAT THIS AMENDMENT AND EACH OF THE DOCUMENTS
TO BE DELIVERED PURSUANT HERETO OR IN CONNECTION HEREWITH HAVE BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED ON