THIS
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is
made effective this ___ day of _________, 2006 by and among LASALLE BUSINESS CREDIT,
LLC, successor by merger to LaSalle Business Credit, Inc., as Agent (“Agent”)for
LASALLE BANK MIDWEST NATIONAL ASSOCIATION (formerly known as Standard Federal Bank
National Association)(“Lender”), MTS MEDICATION TECHNOLOGIES, INC.
(formerly known as Medical Technology Systems, Inc.) (“MTS”) and MTS
PACKAGING SYSTEMS, INC. (“Packaging”, and with MTS, each a “Borrower” and
collectively, the “Borrowers”).
BACKGROUND
A. Agent,
Lender and Borrowers previously entered into that certain Loan and Security
Agreement dated June 26, 2002 (as amended by that certain First Amendment to
Loan and Security Agreement dated July 8th, 2003, that certain Second Amendment
to Loan and Security Agreement dated June 18, 2004, that certain Third
Amendment to Loan and Security Agreement dated February 22, 2006 and as the
same may be further amended, modified, supplemented or restated from time to
time, the “Loan Agreement”).
B. Agent,
Lender and Borrowers desire to amend the Loan Agreement in accordance with the
terms and conditions set forth herein.
C. Capitalized
terms used herein and not otherwise defined shall have the meanings provided
for such terms in the Loan Agreement.
NOW
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
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(a) |
The
definition of “Maximum Loan Limit” set forth in Section 1of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following: |
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““Maximum
Loan Limit” shall mean Twelve Million Eight Hundred Sixteen Thousand Dollars
($12,816,000.00).” |
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(b) |
The
definition of “Maximum Revolving Loan Limit” set forth in Section 1of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following: |
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““Maximum
Revolving Loan Limit” shall mean Five Million Dollars ($5,000,000.00).” |
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(c) |
Section 1of the
Loan Agreement is hereby amended by adding the following definitions alphabetically where they
would otherwise appear: |
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““Contingent
Obligations”as applied to any Person, shall mean the undrawn face amount of any
letters of credit issued for the account of such Person and shall also mean any
obligations of such Person guaranteeing or having the economic effect of guaranteeing any
indebtedness, leases, dividends, letters of credit or any or other obligations (“Primary
Obligations”) of any other Person (the “Primary Obligor”) in
any manner, whether directly or indirectly; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the stated or determinable amount of the Primary Obligation or,
where such Contingent Obligation is specifically limited to a portion of any such Primary
Obligation, that portion to which it is limited or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith. |
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“
“LIBOR Rate Overadvance Term Loan”shall mean any portion of the Overadvance Term Loan
bearing interest with reference to the LIBOR Rate.” |
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“
“EBITDA”shall mean, with respect to any period, the net income of any Person after taxes for such
period, (excluding any gains or losses on the sale of assets (other than the sale of
Inventory in the ordinary course of business), excluding cash tax rebates, and excluding
other extraordinary gains or losses), plus interest expense, income tax expense,
depreciation and amortization for such period, plus or minus without
duplication, any other non-cash charges or gains which have been subtracted or added in
calculating net income after taxes for such period.” |
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“
“Stock Repurchase Date” shall mean the date on which all Preferred Stock is repurchased
by Borrower.” |
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“
“Stock Repurchase Price” shall mean the total amount paid to Subordinated Lender to
repurchase all of the Preferred Stock.” |
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“
“Total
Funded Debt” shall mean, as to a particular Person at any particular time, the
sum of the following, calculated in accordance with GAAP: (a) all obligations for
borrowed money (whether as a direct obligor on a promissory note, bond, debenture, or
other similar instrument, as a reimbursement obligor with respect to an issued letter of
credit or similar instrument, as an obligor under a contingent obligation (including,
without limitation, any Contingent Obligation) in respect of borrowed money, or as any
other type of direct or contingent obligor); and (b) all capitalized lease obligations
(other than the interest component of such obligations).” |
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2. |
Overadvance
Term Loan. The Loan Agreement is hereby amended by adding the following as Sections
2(d)(A) and 2(e)(vi)(A) thereto: |
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“
2(d)(A) Overadvance Term Loan.
Subject to the terms and conditions of this Agreement and the Other
Agreements, Lender shall make a term loan to the Borrowers in an amount equal to Six
Million Four Hundred Thousand Dollars ($6,400,000.00) (the “Overadvance Term Loan”). The
entire principal amount of the Overadvance Term Loan shall be advanced on the Stock Repurchase Date.” |
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“
2(e)(vi)(A) Repayments. The principal
of the Overadvance Term Loan shall be repaid in (i) equal and
consecutive monthly installments of principal of One Hundred
Seventy-Seven Thousand Seven Hundred Seventy-Seven and 78/100 Dollars
($177,777.78) each, payable on the first day of each month commencing
the first day of the first month following the Stock Repurchase Date,
and (ii) if not repaid in full previously in accordance with the
terms of this Agreement, one final payment of the remaining principal
balance thereof, together with all interest and fees accrued and
unpaid thereon on the last day of the Term. If any such payment due
date is not a Business Day, then such payment shall be made on the
next succeeding Business Day, and such extension of time shall be included
in the computation of the amount of interest and fees due hereunder.” |
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3. |
Repayment
of the Capital Expenditure Loan. Section 2(e) (iv) of the Loan
Agreement is hereby deleted in its entirety and replaced with the following: |
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“(iv)
The principal of the
Capital Expenditure Loan shall be repaid (A) in consecutive monthly
installments, payable on the first day of each month commencing the
first day of the month next succeeding the month in which such
Capital Expenditure Loan is made, each in an amount equal to (I)
Fourteen Thousand Dollars ($14,000.00) for each payment made during
the first twelve (12) months of such Capital Expenditure Loan, (II)
Twenty-Eight Thousand Dollars ($28,000.00) for each payment made
during the thirteenth (13th) through twenty-fourth (24th) months of
such Capital Expenditure Loan, (III) Forty Thousand Dollars
($40,000.00) for each payment made after the twenty-fourth (24th) but
prior to the last day of the Term and (B) if not repaid in full
previously in accordance with the terms of this Agreement, one final
payment of the remaining principal balance thereof, together with all
interest and fees accrued and unpaid thereon, on the last day of the
Term. If any such payment due date is not a Business Day, then such
payment shall be made on the next succeeding Business Day, and such
extension of time shall be included in the computation of the amount
of interest and fees due hereunder.” |
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4. |
Repayment
of Term Loan C. Section 2(e)of the Loan
Agreement is hereby amended by adding the following as Section 2(e)(vi)
thereto: |
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“(vi) Repayment
of Term Loan C. The principal of Term Loan C shall be repaid in (i)
twelve (12) equal and consecutive monthly installments of principal of
Sixteen Thousand Dollars ($16,000.00), payable on the first day of
each month during the period beginning on and including August 1,
2004 and ending on and including July 31, 2005, (ii) twelve (12)
equal and consecutive monthly installments of principal of Thirty-Two
Thousand Dollars ($32,000.00), payable on the first day of each month
during the period beginning on and including August 1, 2005 and
ending on and including July 31, 2006, (iii) equal and consecutive
monthly installments of principal of Fifty-Two Thousand Dollars
($52,000.00), payable on the first day of each month commencing
August 1, 2006 and ending on and including June 30, 2007 and (ii) one
final payment of the remaining principal balance thereof, together
with all interest and fees accrued and unpaid thereon, on July 1,
2007. If any such payment due date is not a Business Day, then such
payment shall be made on the next succeeding Business Day, and such
extension of time shall be included in the computation of the amount
of interest and fees due hereunder.” |
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5. |
Interest
Rate. Section 4(a) of the Loan Agreement is
hereby deleted in its entirety and replaced with the following: |
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“(a) |
Interest Rate. Subject to
the terms and conditions set forth herein, each Loan shall bear
interest as follows: |
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(i) |
Each
Revolving Loan (other than Revolving Loans supported by the Overadvance
Amount) shall bear interest at the per annum rate of interest set forth in
subsection (A) or (B) below: |
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(A) |
the Prime Rate in effect from time to time. |
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(B) |
one
and three quarters of one percent (1.75%) in excess of the LIBOR Rate for
the applicable Interest Period selected by Borrowers by irrevocable notice
(in writing, by telecopy, telex, telegram, electronic mail or cable) given
to Agent not less than three (3) Business Days prior to the first day of
each respective Interest Period; provided that: (I) each such period
occurring after such initial period shall commence on the day on which the
immediately preceding period expires; (II) the final Interest Period shall
be such that its expiration occurs on or before the end of the Term; and
(III) if for any reason Borrowers shall fail to timely select a period,
then such Revolving Loans shall continue as, or revert to, Prime Rate
Loans, such rate to remain fixed for such Interest Period. |
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(ii) |
Intentionally
Deleted. |
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(iii) |
Intentionally
Deleted. |
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(iv) |
Intentionally
Deleted. |
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(v) |
Term
Loan C shall bear interest at the per annum rate of interest set
forth in subsection (A) or (B) below: |
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(A) |
one-quarter
of one percent (.25%) per annum in excess of the Prime Rate |
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(B) |
two
and one-quarter of one percent (2.25%) in excess of the LIBOR Rate for the
applicable Interest Period selected by Borrowers by irrevocable notice (in
writing, by telecopy, telex, telegram, electronic mail or cable) given to
Agent not less than three (3) Business Days prior to the first day of each
respective Interest Period; provided that: (I) each such period occurring
after such initial period shall commence on the day on which the
immediately preceding period expires; (II) the final Interest Period shall
be such that its expiration occurs on or before the end of the Term; and
(III) if for any reason Borrowers shall fail to timely select a period,
then such portion of Term Loan C shall continue as, or revert to, Prime
Rate Loans, such rate to remain fixed for such Interest Period. |
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(vi) |
Each
Capital Expenditure Loan shall bear interest at the per annum rate of
interest set forth in subsection (A) or (B) below: |
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(A) |
one-quarter
of one percent (.25%) per annum in excess of the Prime Rate in effect from
time to time. |
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(B) |
two
and one-quarter of one percent (2.25%) in excess of the LIBOR Rate for the
applicable Interest Period selected by Borrowers by irrevocable notice (in
writing, by telecopy, telex, telegram, electronic mail or cable) given to
Agent not less than three (3) Business Days prior to the first day of each
respective Interest Period; provided that: (I) each such period occurring
after such initial period shall commence on the day on which the
immediately preceding period expires; (II) the final Interest Period shall
be such that its expiration occurs on or before the end of the Term; and
(III) if for any reason Borrowers shall fail to timely select a period,
then such Capital Expenditure Loans shall continue as, or revert to, Prime
Rate Loans, such rate to remain fixed for such Interest Period. |
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(vii) |
The
Overadvance Term Loan shall bear interest at the per annum rate of interest
set forth in subsection (A) or (B) below: |
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(A) |
three-quarters
of one percent (.75%) per annum in excess of the Prime Rate in effect from
time to time. |
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(B) |
two
and three-quarters of one percent (2.75%) in excess of the LIBOR Rate for
the applicable Interest Period selected by Borrowers by irrevocable notice
(in writing, by telecopy, telex, telegram, electronic mail or cable) given
to Agent not less than three (3) Business Days prior to the first day of
each respective Interest Period; provided that: (I) each such period
occurring after such initial period shall commence on the day on which the
immediately preceding period expires; (II) the final Interest Period shall
be such that its expiration occurs on or before the end of the Term; and
(III) if for any reason Borrowers shall fail to timely select a period,
then such portion of the Overadvance Term Loan shall continue as, or
revert to, Prime Rate Loans, such rate to remain fixed for such Interest
Period. |
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|
All such
interest to be payable on Prime Rate Loans shall be payable on the first Business Day of
each month in arrears. All such interest to be payable on LIBOR Rate Loans shall be
payable on the last Business Day of each month in arrears and on the last Business Day of
such Interest Period. Said rates of interest shall increase or decrease by an amount
equal to each increase or decrease in the Prime Rate, effective on the effective date of
each such change in the Prime Rate. Upon the occurrence of an Event of Default and during
the continuance thereof, each Loan shall bear interest at the rate of two percent (2%)
per annum in excess of the interest rate otherwise payable thereon, which interest shall
be payable on demand. All interest shall be calculated on the basis of a 360-day year.” |
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6. |
Unused Line.
Section 4(b)(ii) of the Loan Agreement is hereby deleted in its entirety and
replaced with the following: |
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“(ii) Unused
Line Fee. The Borrowers shall pay to Agent and unused line fee of one-quarter of one
percent (.25%) of the difference between the Maximum Revolving Loan Limit and the average
daily balance of the outstanding Revolving Loans plus the Letter of Credit
Obligations for each month, which fee shall be fully earned by Agent and payable monthly
in arrears on the first Business Day of each month. Said fee shall be calculated on the
basis of a 360-day year.” |
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7. |
Other
LIBOR Provisions. Section 4(d)(ix) of the
Loan Agreement is hereby deleted in its entirety and replaced with: |
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“(ix) No more
than six (6) Interest Periods may be in effect with respect to outstanding LIBOR Rate Revolving Loans,
LIBOR Rate Term C Loans and LIBOR Rate Overadvance Loans at any one time. No more than one (1)
Interest Period may be in effect with respect to outstanding LIBOR Rate CapEx Loans at any one time.” |
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8. |
Term.
The reference contained in Section 10(i) to “July 1,
2007” is hereby deleted and replaced with “July 1, 2009”. |
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9. |
Prepayment
Premium. The last sentence of Section 10(i) is
hereby deleted in its entirety. |
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10. |
Inspections.
The reference to “$750.00” in the last sentence of Section 12(d) of
the Loan Agreement is hereby deleted and replaced with “$800.00”. |
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11. |
Proceeds.
Section 12(g) of the Loan Agreement is hereby deleted in
its entirety and replaced with the following: |
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“(g)
Use of Proceeds. All
monies and other propertyo btained by any Borrower from Agent
pursuant to this Agreement shall be used solely as follows: (a) the
proceeds of the initial Loans shall be used to refinance all existing
indebtedness of each Borrower or any Guarantor owing to South Trust
Bank; (b) a portion of Term Loan C shall be used to repay Borrowers’ outstanding
obligations in under Term Loan A; (c) the proceeds of the Overadvance
Term Loan shall be used to repurchase all of the Preferred Stock; and
(d) the proceeds of the remainder of Term Loan C and all other Loans
shall be used for working capital and general corporate purposes.” |
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(a) |
Section
14(a) of the Loan Agreement is hereby deleted in its entirety
and replaced with the following: |
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|
“(a)
Tangible Net Worth. MTS
and its Subsidiaries on a consolidated basis shall maintain at all
times during each time period set forth below a Tangible Net Worth of
not less than the amount set forth below opposite each such time
period: |
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Period |
Tangible
Net Worth |
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As of March 31, 2006 |
$10,859,000.00 (the "2006
Tangible Net Worth Requirement") |
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As of
April 1, 2006 and at all times through and including March 30, 2007 |
the greater of (i) the 2006 Tangible Net
Worth Requirement and (ii) 95% of Tangible Net Worth at March 31, 2006; provided however; that for each
measurement period after the Stock Repurchase Date, the Tangible Net Worth requirement will be reduced
by the Stock Repurchase Price. |
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As of March 31, 2007 |
$800,000 plus the greater of
(i) the 2006 Tangible Net Worth Requirement and (ii) 95% of Tangible Net Worth at March 31, 2006
(the “2007 Tangible Net Worth Requirement”); provided however; that for each
measurement period after the Stock Repurchase Date, the Tangible Net Worth requirement
will be reduced by the Stock Repurchase Price. |
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As of April 1, 2007 and at all times
through
March 30, 2008 |
the greater of (i) the 2007
Tangible Net Worth Requirement and (ii) 95% of Tangible Net Worth at March 31, 2007;
provided however; that for each measurement period after the Stock Repurchase Date, the
Tangible Net Worth requirement will be reduced by the Stock Repurchase Price. |
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As of March 31, 2008 |
$800,000 plus the greater of (i) the 2007 Tangible Net Worth
Requirement and (ii) 95% of Tangible Net Worth at March 31, 2007 (the “2008
Tangible Net Worth Requirement”); provided however; that for each
measurement period after the Stock Repurchase Date, the Tangible Net Worth requirement
will be reduced by the Stock Repurchase Price. |
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As of April 1, 2008 and at all
times through and including March 30, 2009 |
the greater of (i) the 2008 Tangible Net
Worth Requirement and (ii) 95% of Tangible Net Worth at March 31, 2008; provided however; that for each
measurement period after the Stock Repurchase Date, the Tangible Net Worth requirement will be reduced
by the Stock Repurchase Price. |
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As of March 31, 2008 |
$800,000 plus the greater of (i) the 2008 Tangible Net Worth
Requirement and (ii) 95% of Tangible Net Worth at March 31, 2008 (the “2009
Tangible Net Worth Requirement”); provided however; that for each measurement
period after the Stock Repurchase Date, the Tangible Net Worth requirement will be
reduced by the Stock Repurchase Price. |
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As April 1, 2009 and at all times thereafter |
of the greater of (i) the 2009 Tangible Net Worth
Requirement and (ii) 95% of Tangible Net Worth at March 31, 2009; provided however; that
for each measurement period after the Stock Repurchase Date, the Tangible Net Worth
requirement will be reduced by the Stock Repurchase Price”. |
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(b) |
Section
14(d) of the Loan Agreement is hereby deleted in its entirety
and replaced with the following: |
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“(d) Total
Funded Debt to EBITDA Ratio. MTS and its Subsidiaries on a consolidated
basis will maintain a ratio of Total Funded Debt to EBITDA, measured on a rolling four
quarter basis, of not greater than 3.0 to 1.0 for the fiscal quarter ending March 31,
2007 and as of the end of each fiscal quarter thereafter.” |
8
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(a) |
Borrowers
have informed Agent that they intend to repurchase all of the Preferred Stock
in a single transaction with a purchase price not to exceed Six Million Five
Hundred Thousand Dollars ($6,500,000.00) (the “Stock Repurchase”).
Subject to the terms and conditions of Sections 13(b) and (c) below,
Agent hereby consents to the Stock Repurchase and, solely for the purposes of
avoiding the occurrence of an Event of Default which could be caused by the
Stock Repurchase, waives Borrowers’ compliance with those provisions of the
Loan Agreement and each of the Other Agreements which would prohibit the Stock
Repurchase, including without limitation, the covenants set forth in Sections
13(d), 13(e), 13(f), 13(j) and 13(l) of the Loan Agreement. |
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(b) |
Agent’s
consent and waiver with respect to the Stock Repurchase is contingent upon Agent’s
receipt of the following: (i) a fully executed copy of an Amendment,
Ratification and Confirmation of the Continuing Unconditional Guarantee by each
of the Guarantors (the “Surety Ratifications”), (ii) a fully
executed promissory note evidencing Borrowers’ obligations under the
Overadvance Term Loan (the “Overadvance Term Note”) and (iii) copies of
all documents executed in connection with the Stock Repurchase, each of which
shall be in form and substance satisfactory to Agent. |
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(c) |
Agent’s
consent to the Stock Repurchase is contingent on the Stock Repurchase Date
occurring on or before January 30, 2007. If the Stock Repurchase Date does not
occur on or before January 30, 2007, Lender shall have no obligation to advance
the Overadvance Term Loan. |
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(d) |
The
consent and waiver contained in this Section 13 (i) is given solely in
connection with the Stock Repurchase and does not constitute the consent or approval by Agent
or Lender to any other stock purchase and (ii) shall not be deemed to be an agreement, obligation
or commitment by Agent or Lender to consent to any other transactions which would be prohibited by the
terms and conditions of the Loan Agreement or any of the Other Agreements. |
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14. |
Note.
Contemporaneously with the execution of this Amendment, Borrowers shall execute
and deliver to Agent a Second Amended and Restated Revolving Note in the face
amount of Five Million Dollars ($5,000,000.00) (the “Second A/R Note”),
which shall be in form and content acceptable to Agent. |
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15. |
Grant
of Security Interest. As security for the payment of all Loans,
including without limitation, the Overadvance Term Loan, and for the payment or
other satisfaction of all other Liabilities, each Borrower hereby grants and
assigns to Agent for the benefit of Agent and Lender a continuing lien and
security interest in all Collateral, whether now or hereafter owned, existing,
acquired or arising and wherever now or hereafter located. |
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16. |
Daily/Weekly
Reports. Notwithstanding anything to the contrary contained in
the Loan Agreement, if a Default or Event of Default has not occurred,
Borrowers will not be required to deliver to Agent the reports required under
Section 9(a) of the Loan Agreement. |
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17. |
Amendment/References.
The Loan Agreement and the Other Agreements are hereby amended to be consistent
with the terms of this Amendment. All references in the Loan Agreement and the
Other Agreements to (a) the “Liabilities”shall include, without
limitation, the Overadvance Term Loan; (b) the “Loan Agreement”shall
mean the Loan Agreement as amended hereby; (c) the “Loans”shall
include, without limitation, the Overadvance Term Loan; (d) the “Other
Agreements”shall include, without limitation, this Amendment, the
Overadvance Term Note, the Second A/R Note, the Surety Ratifications and all
other instruments or agreements executed pursuant to or in connection with the
terms hereof; and (e) the “Term Loans” shall include, without
limitation, the Overadvance Term Loan. |
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18. |
Release. Borrowers
and each Guarantor acknowledge and agree that it has no claims, suits or causes
of action against Agent or Lender and hereby remises, releases and forever
discharges Agent, Lender, their officers, directors, shareholders, employees,
agents, successors and assigns from any claims, suits or causes of action
whatsoever, in law or equity, which either Borrower or any Guarantor has or may
have arising from any act, omission or otherwise, at any time up to and
including the date of this Amendment. |
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19. |
Additional
Documents; Further Assurances. Borrowers shall take such other actions
and execute and deliver to Agent, or to cause to be executed and delivered to
Agent, at the sole cost and expense of Borrowers, from time to time, all
documents, agreements, statements, certificates and information as Agent shall
reasonably request to evidence or effect the terms of the Loan Agreement, as
amended, or any of the Other Agreements, as amended, or to enforce or protect
Agent’s interest in all Collateral. All such documents, agreements,
statements, certificates and information shall be in form and content
acceptable to Agent. |
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20. |
Further
Agreements and Representations. Each Borrower does hereby: |
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(a) |
ratify,
confirm and acknowledge that, as amended hereby, the Loan Agreement and all
Other Agreements are valid, binding and in full force and effect; |
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(b) |
covenant
and agree to perform all obligations of such Borrower contained herein, in the
Loan Agreement and in the Other Agreements, as amended hereby; |
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(c) |
acknowledge
and agree that as of the date hereof, such Borrower has no defense, set-off,
counterclaim or challenge against the payment of any sums owing under the Loan
Agreement or any of the Other Agreements or the enforcement of any of the terms
or conditions thereof; |
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(d) |
represent
and warrant that no Default or Event of Default exists under the Loan Agreement; |
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(e) |
acknowledge
and agree that nothing contained herein and no actions taken pursuant to the
terms hereof is intended to constitute a novation of the Loan Agreement or any
of the Other Agreements, and does not constitute a release, termination or
waiver of any of the liens, security interests, rights or remedies granted to
Agent therein, which liens, security interests, rights and remedies are hereby
ratified, confirmed, extended and continued as security for the Liabilities as
amended; and |
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(f) |
acknowledge
and agree that such Borrower’s failure to comply with or perform any of
its covenants, agreements or obligations contained in this Amendment shall
constitute an Event of Default under the Loan Agreement and each of the Other
Documents as amended. |
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21. |
Fees,
Costs, Expenses and Expenditures. Each Borrower agrees to pay all of
Agent’s expenses in connection with the review, preparation, negotiation,
documentation and closing of this Amendment and the consummation of the
transactions contemplated hereunder, including, without limitation, fees,
disbursements, expenses and disbursements of counsel retained by Agent and all
fees related to filings, recording of documents and searches, whether or not
the transactions contemplated hereunder are consummated. |
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22. |
No
Waiver. Nothing contained herein constitutes an agreement or obligation
by Agent or Lender to grant any further amendments to the Loan Agreement or any
of the other Loan Documents. Except as expressly set forth in Section 13 hereof,
nothing contained herein constitutes a waiver or release by Agent or Lender of
any Event of Default or of any rights or remedies available to Agent or Lender
under the Loan Documents or at law or in equity. |
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23. |
Inconsistencies. To
the extent of any inconsistency between the terms and conditions of this
Amendment and the terms and conditions of the Loan Agreement or the Other
Agreements, the terms and conditions of this Amendment shall prevail. All terms
and conditions of the Loan Agreement and the Other Agreements not inconsistent
herewith shall remain in full force and effect and are hereby ratified and
confirmed by Borrowers. |
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24. |
Binding
Effect. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their successors and assigns. |
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25. |
Governing
Law. This Amendment shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania without regard to conflict of
law principles. |
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26. |
Severability. The
provisions of this Amendment and all other Loan Documents are deemed to be
severable, and the invalidity or unenforceability of any provision shall not
affect or impair the remaining provisions which shall continue in full force
and effect. |
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27. |
Modifications. No
modification of this Amendment or any of the Loan Documents shall be binding or
enforceable unless in writing and signed by or on behalf of the party against
whom enforcement is sought. |
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28. |
Headings. The
headings of the articles, sections, paragraphs and clauses of this Amendment
are inserted for convenience only and shall not be deemed to constitute a part
of this Amendment. |
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29. |
Counterparts. This
Amendment may be executed in multiple counterparts, each of which shall
constitute an original and all of which together shall constitute the same
agreement. |
[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]
11
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
effective as of the day and year first above written.
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MTS MEDICATION TECHNOLOGIES, INC.
(formerly known as Medical Technology Systems, Inc. |
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By: |
___________________________________ |
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Name/Title: |
Xxxxxxx X. Xxxxxx, Vice President
and Chief Financial Officer |
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MTS PACKAGAING SYSTEMS, INC. |
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By: |
___________________________________ |
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Name/Title: |
Xxxxxxx X. Xxxxxx, Vice President |
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LASALLE BUSINESS CREDIT,
LLC, successor by merger to LaSalle Business Credit, Inc.,
as Agent for LaSalle Bank Midwest National Association, formerly known as Standard
Federal Bank National Association |
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By: |
___________________________________ |
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Name/Title: |
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LASALLE BANK MIDWEST NATIONAL ASSOCIATION (formerly known as Standard Federal Bank
National Association) |
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By: |
___________________________________ |
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Name/Title: |
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| STATE OF ________________________ |
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| STATE OF ________________________ |
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On
this, the ______ day of _____________, 2006, before me, a notary public, the undersigned
officer, personally appeared ___________, who acknowledged himself/herself to be the
______________ of MTS MEDICATION TECHNOLOGIES, INC., a Delaware corporation, and
that he/she as such officer of such corporation, being authorized to do so executed the
foregoing instrument for the purposes therein contained, by signing the name of the
corporation by himself/herself as such officer.
IN
WITNESS WHEREOF, I hereunto set my hand and official seal.
_________________________
Notary Public
My Commission Expires:
| STATE OF ________________________ |
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SS: |
| STATE OF ________________________ |
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On
this, the ______ day of _____________, 2006, before me, a notary public, the undersigned
officer, personally appeared ___________, who acknowledged himself/herself to be the
______________ of MTS PACKAGING SYSTEMS, INC., a Florida corporation, and that
he/she as such officer of such corporation, being authorized to do so executed the
foregoing instrument for the purposes therein contained, by signing the name of the
corporation by himself/herself as such officer.
IN
WITNESS WHEREOF, I hereunto set my hand and official seal.
_________________________
Notary Public
My Commission Expires:
