EXHIBIT 10.4.4
FOURTH EXTENSION AGREEMENT
Reference is made to that certain Credit Agreement by and between CRL
Systems, Inc. ("Borrower") and Xxxxxx Acquisition Corp. (f/k/a/ Xxxxx, Inc.)
dated May 31, 2000 (the "Credit Agreement").
1. Lender shall extend the Tranche B Maturity Date to May 14, 2001.
2. Failure by Borrower or Circuit Research Labs, Inc. (the "Company")
of any of its obligations under this Agreement shall be deemed an
Event of Default under the Credit Agreement.
3. Borrower agrees that the Obligations are valid and enforceable
obligations of Borrower and hereby confirms, acknowledges and
ratifies the existence of the Obligations and Borrower's obligations
to Lender with respect thereto as set forth in the Credit Agreement,
and all other obligations of Borrower and the Company to Lender
under the agreement among the parties hereto dated as of September
29, 2000 (the "First Extension Agreement"), the agreement among the
parties hereto dated as of November 28, 2000 (the "Second Extension
Agreement"), the agreement among the parties dated as of February
22, 2001 (the "Third Extension Agreement") and the Loan Documents.
4. THIS AGREEMENT, THE FIRST EXTENSION AGREEMENT, THE SECOND EXTENSION
AGREEMENT, THE THIRD EXTENSION AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT OF THE BORROWER AND THE
LENDER WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO
PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE LENDER
RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR
REFERRED TO HEREIN OR IN THE OTHER LOAN DOCUMENTS.
5. Except as specifically set forth in this Agreement, the terms of the
First Extension Agreement, the Second Extension Agreement, the Third
Extension Agreement, the Loan Documents and the Warrant of the
Company dated May 31, 2000 held by the Lender, will remain in full
force and effect and are hereby ratified and confirmed.
6. This Agreement will be deemed to be a contract made under the Laws
of the State of New York and for all purposes will be governed by
and interpreted in accordance with the laws prevailing in the State
of new York, without regard to principles of conflict of laws.
7. This Agreement may be executed in several counterparts each of which
when so executed will be deemed to be an original and all of which
will together constitute one and the same agreement.
8. Capitalized terms used but not defined in this Agreement have the
meanings ascribed to them in the Credit Agreement.
IN WITNESS WHEREOF Borrower and Xxxxxx Acquisition Corp. executed this
Agreement as of February 22, 2001.
CRL SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx
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Name: Xxxxxxx Xxxxxx Xxxxxxxxxxx
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Title President, CEO, Chairman
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XXXXXX ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: CFO and Secretary
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Agreed to and accepted by
CIRCUIT RESEARCH LABS, INC.
By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx
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Name: Xxxxxxx Xxxxxx Xxxxxxxxxxx
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Title: President, CEO, Chairman
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