Sun Solunet, LLC, as Assignee of Harris N.A.
Exhibit
10.04
SAN
HOLDINGS,
INC.
TENTH
AMENDMENT TO
LOAN
AUTHORIZATION
AGREEMENT
Sun Solunet,
LLC, as Assignee of Xxxxxx X.X.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Ladies and
Gentlemen:
Reference
is hereby made to that certain Loan Authorization Agreement dated as of
May 16, 2003 (the Loan Authorization Agreement, as the same may be amended
from time to time, being referred to herein as the “Loan Agreement”),
between the undersigned, SAN Holdings,
Inc., a Colorado corporation (the “Borrower”), and
Sun Solunet, LLC, as assignee of Xxxxxx X.X., as successor to Xxxxxx Trust
and
Savings Bank due to merger (the “Bank Assignee”). All capitalized
terms used herein without definition shall have the same meanings herein as
such
terms have in the Loan Agreement.
The
Borrower has requested that the Bank Assignee amend the nature of the note
issued pursuant to the Loan Agreement from being payable on demand to being
due
on the Maturity Date, and the Bank Assignee is willing to do so under the terms
and conditions set forth in this agreement (herein, the
“Amendment”).
SECTION 1.
AMENDMENT.
1.1.
The following additional sentence shall be sentence marked with an X in the
section entitled “Type of Loan Account” in the introduction to the Loan
Agreement beginning with “Revolving, which means…” shall be amended and restated
in its entirety with the following:
“As
of March 2, 2006,
term, which means as principal is repaid, the Company may not reborrow any
amounts that have been repaid.”
1.2.
The paragraph entitled “Maturity Date” in the introduction to the Loan Agreement
shall be amended and restated in its entirety with the following:
“Maturity
Date:
The Loan Account terminates, and Loans are payable on March 2,
2009.”
1.3
The following sentence shall be added to the end of the second paragraph of
Section 1 of the Loan Agreement:
“As
of March 2, 2006,
the Company may not request any additional Loans.”
1.4.
The
first sentence
of Section 5 of the Loan Agreement beginning with “The Company shall pay…” shall
be deleted and replaced with the following:
“The
Company shall pay to the Bank the principal
balance of outstanding Loans together with any accrued interest on the Maturity
Date.”
1.5.
The
first
paragraph of Section 9 of the Loan Agreement beginning with “Demand Obligation;
Enforcement. The Loans…” shall be deleted.
1.6.
The
first sentence
of Section 10 of the Loan Agreement beginning with “The availability of
additional Loans…” shall be deleted.
SECTION 2.
NEW NOTE.
In
replacement for that certain Note payable to the
order of the Bank Assignee dated as of February 6, 2006 in the principal amount
of $14,000,000 (the “Previous Note”), the Borrower shall execute and
deliver to the Bank Assignee a new demand note in the amount of $5,000,000,
dated as of the date of its issuance and otherwise in the form of Exhibit A
attached hereto (the “New Note”) which shall substitute for the Bank
Assignee’s Previous Note and shall evidence the loans outstanding to the Bank
Assignee. All references in the Loan Agreement shall be deemed references
to the New Note.
SECTION 3.
CONDITIONS PRECEDENT.
3.2.
The
Borrower and the
Bank Assignee shall have executed and delivered this Amendment.
3.2.
The
Bank Assignee shall
have received copies (executed or certified, as may be appropriate) of all
legal
documents or proceedings taken in connection with the execution and delivery
of
this Amendment to the extent the Bank Assignee or its counsel may reasonably
request.
3.3.
Legal
matters incident
to the execution and delivery of this Amendment shall be satisfactory to the
Bank Assignee and its counsel.
SECTION 4.
REPRESENTATIONS.
In
order to induce
the Bank Assignee to execute and deliver this Amendment, the Borrower hereby
represents to the Bank Assignee that as of the date hereof the representations
and warranties set forth in the Loan Agreement are and shall be and remain
true
and correct and the Borrower is in compliance with the terms and conditions
of
the Loan Agreement.
SECTION 5.
MISCELLANEOUS.
5.1. Except as specifically amended herein, the Loan
Agreement shall continue in full force and effect in accordance with its
original terms. Reference to this specific Amendment need not be made in
the Loan Agreement, the Note, or any other instrument or document executed
in
connection therewith, or in any certificate, letter or communication issued
or
made pursuant to or with respect to the Loan Agreement, any reference in any
of
such items to the Loan Agreement being sufficient to refer to the Loan Agreement
as amended hereby.
5.2. This Amendment may be executed in any number of
counterparts, and by the different parties on different counterpart signature
pages, all of which taken together shall constitute one and the same
agreement. Any of the parties hereto may execute this Amendment by signing
any such counterpart and each of such counterparts shall for all purposes be
deemed to be an original. This Amendment shall be governed by the internal
laws of the State of Illinois.
[SIGNATURE
PAGE TO
FOLLOW]
This
Tenth Amendment to Loan Authorization Agreement
is executed as of the 19th day of April, 2006 and effective as of the
2nd day of March, 2006.
SAN
HOLDINGS, INC.
By:
/s/
Xxxxxx
Xxxxx
Name:
Xxxxxx
Xxxxx
Title:
CFO
Accepted
and
agreed to.
SUN
SOLUNET, LLC, AS
ASSIGNEE OF XXXXXX
X.X.
By:
/s/
Case X.
Xxxxx
Name: Case
X.
Xxxxx
Title:
Vice President
EXHIBIT
A
NOTE
| $5,000,000 |
Xxxxx
0,
0000
|
Xxxxxxxx
Date: March 2, 2009
For
value received, the undersigned,
SAN HOLDINGS,
INC., a Colorado corporation, promises to pay to the order
of SUN SOLUNET, LLC, as assignee of
Xxxxxx X.X. (the “Bank Assignee”) at its offices at 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, the principal sum of Five Million
Dollars and no/100 ($5,000,000) or, if less, the amount outstanding under the
Loan Authorization Agreement referred to below, together with interest payable
at the times and at the rates and in the manner set forth in the Loan
Authorization Agreement referred to below, including the interest accrued as
of
the date hereof.
This
Note evidences borrowings by the undersigned
under that certain Loan Authorization Agreement dated as of May 16, 2003,
between the undersigned and the Bank Assignee, as the same may be amended from
time to time; and this Note and the holder hereof are entitled to all the
benefits provided for under the Loan Authorization Agreement, to which reference
is hereby made for a statement thereof. The undersigned hereby waives
presentment and notice of dishonor. The undersigned agrees to pay to the
holder hereof all court costs and other reasonable expenses, legal or otherwise,
incurred or paid by such holder in connection with the collection of this
Note. It is agreed that this Note and the rights and remedies of the
holder hereof shall be construed in accordance with and governed by the laws
of
the State of Illinois.
This
Note is issued in substitution and replacement
for, and evidences indebtedness previously evidenced by, that certain Note
of
San Holdings, Inc. dated February 6, 2006 payable to the Bank Assignee in the
face principal amount of $14,000,000.
SAN
HOLDINGS, INC.
By:___________________________________
Name:______________________________
Title:_______________________________
NOTE
| $5,000,000 |
Xxxxx
0,
0000
|
Xxxxxxxx
Date: March 2, 2009
For
value received,
the undersigned, SAN HOLDINGS,
INC., a Colorado corporation, promises to pay to the order
of SUN SOLUNET, LLC, as assignee of
Xxxxxx X.X. (the “Bank Assignee”) at its offices at 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, the principal sum of Five Million
Dollars and no/100 ($5,000,000) or, if less, the amount outstanding under the
Loan Authorization Agreement referred to below, together with interest payable
at the times and at the rates and in the manner set forth in the Loan
Authorization Agreement referred to below, including the interest accrued as
of
the date hereof.
This
Note evidences
borrowings by the undersigned under that certain Loan Authorization Agreement
dated as of May 16, 2003, between the undersigned and the Bank Assignee, as
the
same may be amended from time to time; and this Note and the holder hereof
are
entitled to all the benefits provided for under the Loan Authorization
Agreement, to which reference is hereby made for a statement thereof. The
undersigned hereby waives presentment and notice of dishonor. The
undersigned agrees to pay to the holder hereof all court costs and other
reasonable expenses, legal or otherwise, incurred or paid by such holder in
connection with the collection of this Note. It is agreed that this Note
and the rights and remedies of the holder hereof shall be construed in
accordance with and governed by the laws of the State of Illinois.
This
Note is issued
in substitution and replacement for, and evidences indebtedness previously
evidenced by, that certain Note of San Holdings, Inc. dated February 6, 2006
payable to the Bank Assignee in the face principal amount of $14,000,000.
SAN
HOLDINGS,
INC.
By:
/s/
Xxxxxx
Xxxxx
Name:
Xxxxxx Xxxxx
Title:
CFO
