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Exhibit 10.4.3
THIRD 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 February
20, 2001, and, provided Lender has received payments reducing
the aggregate principal amount owing under the Tranche B Note
by at least $2.2 million by such date, shall thereafter extend
the Tranche B Maturity Date to such time as Lender determines
is reasonably necessary for Circuit Research Labs, Inc. ("the
Company") to satisfy its obligations under paragraph 2 below.
2. The Company will, as promptly as possible after the date
hereof, register, in accordance with the provisions of the
Securities Act of 1933, as amended, at least 714,158 shares of
Common Stock, par value $.10 per share of the Company ("Common
Stock") underlying warrants for Common Stock held by
accredited investors who purchased such warrants pursuant to
Subscription Agreements entered into on or prior to May 31,
2000. The Company will use its best efforts to cause such
registration to become effective and keep such registration
statement effective for a period of not less than 180 days.
3. Failure by Borrower or the Company of any of its obligations
under this Agreement shall be deemed an Event of Default under
the Credit Agreement.
4. 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"), and
the Loan Documents.
5. THIS AGREEMENT, THE FIRST EXTENSION AGREEMENT, THE SECOND
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.
6. Except as specifically set forth in this Agreement, the terms
of the First Extension Agreement, the Second Extension
Agreement, the Loan Documents and the
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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.
7. 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.
8. 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.
9. 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. execute this
Agreement as of January 18, 2001.
CRL SYSTEM, 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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