SECOND AMENDMENT TO COMMERCIAL BUSINESS LOAN AGREEMENT
Exhibit
10.30
SECOND AMENDMENT
TO
This Second Amendment to the Commercial
Business Loan Agreement and related Security Agreement and Promissory Note, as
of December 7, 2009, is made by and between Thermo Credit, LLC (hereinafter
referred to as the “Secured Party”) and Onstream Media Corporation (“Debtor”),
who hereby agree as follows:
WHEREAS, Secured Party and
Debtor entered into a Commercial Business Loan Agreement, a Security Agreement
and a Promissory Note (hereinafter the “Agreements”) dated as of December 28,
2007 (all capitalized terms not otherwise defined herein shall have the meaning
set forth in the Agreements);
WHEREAS, the Secured Party and
Debtor previously amended the Agreement to increase the Principal
Amount;
WHEREAS, the Secured Party and
Debtor desire to further amend the Agreements to modify certain terms and dates
included in the original Agreements;
NOW, THEREFORE, for and in
consideration of the foregoing, the mutual covenants and agreements herein
contained and other good and valuable consideration, Debtor and Secured Party
hereby mutually enter into this Second Amendment to the Agreements as
follows:
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1.
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The
Principal Amount as reflected in the Agreements, as amended, is hereby
changed from $1,600,000.00 (One million six hundred thousand dollars) to
$2,000,000.00 (Two million
dollars).
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2.
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The
Maturity Date of the Promissory Note is changed to December 28,
2011.
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3.
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Effective
December 28, 2009, the Interest Rate as reflected in the Agreements
((Section H (2)) of the Loan Agreement) is amended as
follows:
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“The
outstanding principal will be charged interest at a rate of thirteen and one
half percent (13.5%) per annum, payable in arrears on a monthly basis and will
be adjusted in accordance with changes in the Prime interest rate.”
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4.
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Effective
December 28, 2009, the monitoring fee will be one-twentieth of a percent
(0.05%) of the Principal Amount per week, payable in arrears on a monthly
basis.
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5.
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Section
D (9) of the Loan Agreement is modified to eliminate the Minimum Tangible
Net Worth covenant (B) and change the date in (A) to September 30, 2010,
both changes first effective as of and for the quarter ended September 30,
2009.
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6.
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Effective
December 28, 2009, Section H (5) of the Loan Agreement—Unused Commitment
Fee—is removed.
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1
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7.
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Section
H (9) of the Loan Agreement—Extension of Term—is modified to include “only
with Secured Party’s concurrence” and to substitute “from four years to
five years” for the phrase “from two years to three
years”.
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8.
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Section
H (6) of the Loan Agreement shall be amended to add the following at the
end: “except in the event of termination six months or less before the
Maturity Date, when such Prepayment Fee shall be one percent
(1%).”
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9.
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A
principal repayment arising from an updated borrowing base calculation
shall be due on or before the submission of the next borrowing base
calculation. Secured Party hereby waives any previous non-compliance
through the date hereof with respect to the past excess of the amounts
borrowed and outstanding as compared to the established borrowing base
parameters.
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10.
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Debtor
hereby certifies that, except as previously waived by Secured
Party:
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all
of the representations and warranties contained in the Agreements are true
and correct as of the date thereof;
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the
Debtor is not in default under the
Agreements;
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no
event of default has occurred and is
continuing;
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Debtor
has not breached any covenant contained in the Agreements;
and
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the
Agreements are in full force and effect as of the date
hereof.
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11.
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Except
as set forth above, all of the remaining terms, provisions and conditions
of the Agreements shall remain in full force and
effect.
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12.
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Simultaneous
with Debtor’s execution of this Second Amendment, Debtor will pay to
Secured Party a $40,000.00 (2% of Principal Amount) Commitment Fee, such
amount being paid in two equal installments, the first upon execution of
this Second Amendment, and the second on the first anniversary of this
Second Amendment.
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IN WITNESS WHEREOF, the
parties have caused this instrument to be duly executed as of the date first
above written.
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SECURED
PARTY: THERMO CREDIT, LLC
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By:
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/s/Xxxx X. Xxxxxx, Xx.
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Name:
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Xxxx X. Xxxxxx, Xx.
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Title:
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Executive Vice President
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DEBTOR: ONSTREAM
MEDIA CORPORATION
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By:
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/s/Xxxxx X. Xxxxxx
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Name:
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Xxxxx X. Xxxxxx
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Title:
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CEO
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