April 14, 2009
April 14,
2009
Aftersoft
Group, Inc.
Regus
House
Heronsway
Xxxxxxx Xxxxxxxx Xxxx
Xxxxxxx
XX0 0XX
Xxxxxx
Xxxxxxx
Re: Amendment No. 2 to Loan
Agreement
Dear
Sirs:
Reference
is made to the Revolving Credit and Term Loan Agreement dated as of December 21,
2007, as amended by Amendment No. 1 dated September 23, 2008 (collectively, the
"Loan
Agreement"), by and between ComVest Capital, LLC (the "Lender") and
Aftersoft Group, Inc. (the "Borrower"). All
capitalized terms used herein without definition have the respective meanings
ascribed to them in the Loan Agreement.
The
Lender and the Borrower are entering into this Amendment No. 2 for the purpose
of further amending Section 6.17 of the Loan Agreement.
Accordingly,
this will confirm the agreement of the Lender and the Borrower to make the
following amendment to the Loan Agreement:
1 Amended Covenant.
Section 6.17 the Loan Agreement is hereby amended so as to read
in full as follows:
Section 6.17. Coverage
Test. Permit the ratio of (a) EBIDA minus Capital Expenditures incurred
to maintain or replace capital assets, to (b) Debt Service, for any fiscal
quarter to be less than the minimum ratio for such fiscal quarter set forth
below (and the Borrower hereby acknowledges that such minimum ratios have been
set based on 80% of the Borrower's projected ratios for the subject
periods):
|
Fiscal
Quarter Ending
|
Minimum
Coverage
Ratio
|
|
March
31, 2009
|
0.71
to 1.00
|
|
June
30, 2009
|
0.50
to 1.00
|
|
On
or after September 30, 2009
|
1.25
to 1.00
|
2 General. Sections
5 through 9 of Amendment No. 1 are hereby incorporated herein by
this reference, mutatis mutandis, with all
references therein to "Amendment No. 1" changed to refer to "Amendment No.
2".
Kindly
confirm your agreement to the foregoing by countersigning a counterpart copy of
this Amendment No. 2 in the space provided below
|
Very
truly yours,
COMVEST
CAPITAL, LLC
|
|||
|
|
By:
|
/s/ Xxxx X. Xxxxxxx | |
| Xxxx X. Xxxxxxx, Managing Director | |||
|
Acknowledged,
Confirmed and Agreed To:
AFTERSOFT
GROUP, INC.
|
||
|
By:
|
/s/ Xxx Xxxxxxx | |
| Name: Xxx Xxxxxxx | ||
| Title: President and CEO | ||
