Term Loan 2. A new Section 2.6 is hereby added to the Loan Agreement to read as follows:
Term Loan 2. Upon the request of Borrower, which shall be received on or before May 10, 2009, Bank agrees, on the terms and conditions hereinafter set forth, to loan to the Borrower the principal amount of up to Ten Million and 00/100 Dollars ($10,000,000) ("Term Loan 2").
Term Loan 2. The Borrowers shall repay to the Lenders the aggregate principal amount of all Term Loans 2 outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts may be reduced as a result of the application of prepayments of the Loans in accordance with the order of priority set forth in Section 2.05): June 30, 2012 $ 3,907,000.00 September 30, 2012 $ 3,907,000.00 December 31, 2012 $ 3,907,000.00 March 31, 2013 $ 5,380,000.00 June 30, 2013 $ 5,380,000.00 September 30, 2013 $ 5,380,000.00 December 31, 2013 $ 5,380,000.00 March 31, 2014 $ 5,380,000.00 June 30, 2014 $ 71,470,500.00 provided, however, that the aggregate principal amount of all Term Loans 2 outstanding on the Maturity Date with respect to the Term 2 Facility shall be due on such date; provided further that if any such date is not a Business Day, the amount due on such date shall be due on the next preceding Business Day.
Term Loan 2. (a) The outstanding amount under the Term Loan # 2 will continue to amortize and be payable as follows:
(b) Borrower will pay 31 equal installments of principal plus Interest of $17,846.62 (the "Term Loan #2 Payment"). Each Term Loan #2 Payment is payable on the 29th of each month during the term of the loan. Borrower's final Term Loan # 2 Payment, due on November 29, 2001, includes all outstanding Term Loan #2 principal and accrued interest.
Term Loan 2. Subject to Section 2.4(b), the principal amount outstanding under the Term Loan 2 shall accrue interest at a floating per annum rate equal to the greater of (i) one percentage point (1.0%) above the Prime Rate, or (ii) eight and three-quarters of one percent (8.75%), which interest shall be payable monthly.
Term Loan 2. Pursuant to the terms and conditions of the Third Amendment, Bank shall make a new term loan (“Term Loan 2”) to Borrower in one disbursement on the closing date of the Third Amendment in the aggregate principal amount of Fifteen Million Dollars ($15,000,000). Proceeds of Term Loan 2 are to be used to finance a portion of the acquisition of CDK Global, LLC’s automotive leads generation and sales business (“Acquisition”). Borrower’s obligation to repay the principal amount of Term Loan 2, together with accrued interest thereon, shall be evidenced by a promissory note (“Term Note 2”), issued by Borrower in favor of Bank on the standard form used by Bank to evidence its commercial loans. Term Note 2 shall provide for quarterly payments of principal and interest as set forth therein and shall be fully repaid by no later than June 30, 2020.”
(e) Section 3.8 of the Agreement, which relates to Financial Statements, is hereby deleted in its entirety and replaced with the following :
Term Loan 2. Subject to Borrower's satisfactory performance of the terms and conditions contained in this Amendment and the other Loan Documents, Lender agrees to make a new term loan (to be referred to as Term Loan #2) to the Borrower on the Effective Date of this Amendment in the principal amount of $4,000,000. Accordingly, the Loan Agreement is hereby amended as follows:
Term Loan 2. An amount equal to the aggregate unpaid principal balance from time to time outstanding of the Loans, (collectively, “Term Loan #2”) made from time to time by Silicon to Borrower in a total amount not to exceed $1,500,000 for the purchase by Borrower of new or used domestic Equipment acceptable to Silicon in its good faith business judgment, including computer equipment, office equipment, lab equipment, test equipment and furnishings. To evidence each Term Loan #2, Borrower shall deliver to Silicon, at the time of each Term Loan #2 request, an invoice for the Equipment (a) to be purchased or (b) which was previously purchased by the Borrower. The Loan request with respect to any particular Equipment must be made within 90 days of the date such Equipment was purchased. Each Term Loan #2 shall be used only to (a) purchase Equipment or (b) reimburse the Borrower for previously purchased Equipment and shall not exceed 100% of the invoice amount of such Equipment approved from time to time by Silicon; provided that Borrower may use up to, but not more than, 25% of the amount of each Term Loan #2 for (i) the purchase or license of software, (ii) leasehold improvements and (iii) other soft costs, including sales tax, freight and installation expenses. Subject to and upon the terms and conditions of this Agreement, Term Loan #2 shall be available through March 31, 2005 (the “Term Loan #2 Availability End Date”). Term Loan #2 shall be made in disbursements of not less than $100,000 each. Term Loan #2 cannot be repaid and reborrowed. Term Loan #2 shall be repaid as provided for herein.
Term Loan 2. (i) Accrued interest on the principal amount outstanding under Term Loan 2 will be payable on the first (1st) day of the first full month following the Term Loan 2 Effective Date, and on the first (1st) day of each succeeding month thereafter through and including the Term Loan 2 Maturity Date.
(ii) Beginning on the first (1st) day of the first (1st) full month following the Term Loan 2 Effective Date, and on the first (1st) day of each succeeding month thereafter through and including the Term Loan 2 Maturity Date, principal payments on the outstanding principal balance of Term Loan 2 will payable, each in an amount sufficient to fully repay the balance of Term Loan 2 over the applicable Amortization Period.
Term Loan 2. (a) Bank shall make Term Loan available to Borrower as follows.
(b) Through April 24, 2002, (the "Term Loan 2 Availability End Date"), Bank will make up to 2 advances (the "Term Loan 2 Advance" and collectively, "Term Loan 2 Advances") not exceeding the Term Loan 2. Each Term Loan 2 Advance shall immediately amortize and be payable at Borrower's election (I) in 36 equal monthly installments of principal plus accrued Interest or (II) in 12 equal quarterly installments of principal plus accrued interest beginning 30 days after each Term Loan 2 Advance and continue on the same day of each month thereafter (the "Amortization Period"). The final payment for each Amortization Period will be for all outstanding principal and accrued interest not yet paid and will be due on the applicable Term Loan 2 Maturity Date. Borrower must notify Bank of its decision to request quarterly payment of the payments at the time of the Advance request or such payments shall be due and payable on a monthly basis. Term Loan 2 Advances when repaid may not be reborrowed.
(c) The Term Loan 2 accrues interest at a per annum fixed rate equal to the Prime Rate on the date of each Term Loan Advance. After an Event of Default, Obligations accrue interest at 5 percent above the rate effective immediately before the Event of Default. The interest rate increases and decreases when the Prime Rate changes. Interest is computed on a 360 day year for the actual number of days elapsed.
2. Borrower grants Bank a first protected security interest in Certificates of Deposit Number 8800054341 and ____________ to secure the Obligations under the Loan Agreement, together with all renewals and proceeds thereof. The foregoing Certificates of Deposit shall provide for maturities equal to the maturities of the Credit Extensions, but not less than three years.
3. Exhibit "A" is hereby amended in part to include the following as Collateral: Certificates of Deposit Nos. 8800054341 and ______________, together with all renewals and proceeds of the foregoing.
4. The following defined terms as set forth in Section 13.1 entitled "Definitions" are hereby incorporated to read as follows:
