THIS
AMENDMENT, RATIFICATION AND CONFIRMATION OF CONTINUING UNCONDITIONAL GUARANTY
(“Agreement”) is dated this 31st day of January, 2007 by and between
MTS MEDICATION TECHNOLOGIES LIMITED (formerly known as MTS Packaging Systems
International, Ltd.) (“Guarantor”) and 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”).
BACKGROUND
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A. |
Pursuant to that
certain Loan and Security Agreement dated June 26, 2002 by and among
MTS Medication Technologies, Inc. (formerly known as Medical Technology
Systems, Inc.) and MTS Packaging Systems, Inc. (“Borrowers”),
Agent and Lender (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, that certain Fourth
Amendment to Loan and Security Agreement dated November 30, 2006 (the “Fourth
Amendment”), that certain Fifth Amendment to Loan and Security
Agreement dated of even date herewith (the “Fifth Amendment”)
and as the same may be further amended, modified, supplemented or restated from
time to time, the “Loan Agreement”), Lender agreed, inter
alia, to make available to Borrowers various credit facilities. |
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C. |
Pursuant
to the Fourth Amendment, Lender extended to Borrowers a term loan in the
original principal amount of Six Million Four Hundred Thousand Dollars
($6,400,000.00) on the terms and conditions set forth therein (the “Overadvance
Term Loan”). |
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D. |
In
connection with the Fourth Amendment, Borrowers executed and delivered to Agent
a promissory note in the original principal amount of Six Million Four Hundred
Thousand Dollars ($6,400,000.00) dated November 30, 2006 (the “Overadvance Term
Note”). |
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E. |
Guarantor
and Agent desire to confirm that the Guaranty secures and extends to the
Overadvance Term Loan, and desire to ratify and confirm all other terms and
conditions of the Guaranty. |
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F. |
Capitalized
terms used herein and not otherwise defined shall have the meanings provided
for such terms in the Loan Agreement. |
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the undersigned, intending to be legally bound hereby, agree as
follows:
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1. |
Borrowers’ Liabilities.
The definition of “Borrowers’ Liabilities” set forth in the
Guaranty includes, without limitation, the Overadvance Term Loan and all
obligations of Borrowers under the Overadvance Term Note. |
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2. |
Ratification
and Confirmation of Guaranty. The Guaranty and Guarantor’s
obligations thereunder are hereby ratified, confirmed and continued as the date
hereof. |
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3. |
Amendment. The
undersigned, intending to be legally bound hereby, consent to and agree to be
bound by the Fourth Amendment and the Fifth Amendment and all terms and
conditions thereof and agrees that such Fourth Amendment and Fifth Amendment
shall in no way adversely affect or impair its obligations under the Guaranty. |
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4. |
Release. Guarantor
acknowledges and agrees 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 Guarantor has or may have arising from any act,
omission or otherwise, at any time up to and including the date of this
Agreement. |
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5. |
Binding
Effect. This Agreement shall be binding upon the successors,
assigns and personal representatives of each of the undersigned and shall inure
to the benefit of the successors and assigns of Agent. |
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6. |
Severability.
The provisions of this Agreement 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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7. |
Governing
Law. This Agreement has been made, executed and delivered in the
Commonwealth of Pennsylvania and will be construed in accordance with and
governed by the laws of such Commonwealth. |
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8. |
Headings.
The headings of this Agreement are inserted for convenience only and shall not
be deemed to constitute a part of this Agreement. |
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INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned have
executed this Agreement 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: |
___________________________________
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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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| STATE OF ________________________ |
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SS: |
| COUNTY OF ______________________ |
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On
this, the ___ day of ___________, 2007, before me, a notary public, the undersigned
member, personally appeared Xxxxxxx X. Xxxxxx, who acknowledged himself/herself to be the
Vice President of MTS MEDICATION TECHNOLOGIES LIMITED, a company formed under the
laws of England and Wales, and that he/she as such officer of such company, being
authorized to do so executed the foregoing instrument for the purposes therein contained,
by signing the name of the company by himself/herself as such officer.
IN
WITNESS WHEREOF, I hereunto set my hand and official seal.
_________________________
Notary Public
My Commission Expires:
