FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT to the Loan and. Security Agreement, dated as of August 1, 2003, is entered into by and between CAPITAL TEMPFUNDS, INC., a North Carolina corporation (herein called "TEMPFUNDS") and STRATUS SERVICES GROUP, INC., a Delaware corporation (herein called "BORROWER").
- a)
- TEMPFUNDS
and BORROWER are parties to a Loan and Security Agreement dated December 8, 2000, as amended by that certain First Amendment to Loan and Security Agreement dated
June 12, 2001, and as further amended by that certain Second Amendment to Loan and Security Agreement dated as of December 8, 2002, and as further amended by that certain Second
Amendment to Loan and Security Agreement dated. as of April 10, 2003 (hereinafter referred to as the "Agreement").
- b)
- BORROWER and TEMPFUNDS have agreed to certain modifications of the Agreement as a result of the ongoing business relationship between the parties.
IN CONSIDERATION of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. The above recitals are true and correct and are incorporated herein by this reference.
2. Each of the terms defined in the Agreement unless otherwise defined herein, shall have the same meaning when used herein.
3. Item 5 of Schedule 1 is hereby deleted and replaced with the following:
"5. "Lock Box" as referred to in Section 1.23 means:
Operations
Center
Xxxx Xxxxxx Xxx 000000
Xxxxxxxxx, XX 00000-0000
and
X.X. Xxx
00000
Xxxx xx Xxxxxxxx, XX 00000-0000
And
X.X. Xxx
00000
Xxxxxx, XX 00000"
4. Upon the effectiveness of this Amendment, each reference in the Agreement to the "Agreement", "hereunder"", "herein", "hereof", or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment.
5. This Amendment shall be deemed to be a contract under and subject to and shall be construed for all purposes and in accordance with the laws of the State of North Carolina.
6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument,
7. Except as above amended, the Agreement shall continue in full force and effect, and is binding upon the Borrower without any setoffs, defenses or counterclaims of any kind whatsoever.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment, which shall be effective with the date of the Amendment.
| Witnesses: | STRATUS SERVICES GROUP, INC | |||||
| /s/ XXXX XXXXXXX | By: | /s/ XXXXXX X. XXXXXXX Xxxxxx X. Xxxxxxx, President |
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/s/ XXXXXXX XXXXXXXX |
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STATE OF |
New Jersey |
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COUNTY OF |
Monmouth |
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The foregoing instrument acknowledged before me this day of August, 2003, by Xxxxxx X. Xxxxxxx, as President of Stratus Services Group, Inc., a Delaware corporation, on behalf of the corporation. He is personally known to me or has produced as identification and did (did not) take an oath.
| /s/ XXXXX X. XXXXXXXX (Notary Signature) |
||
| (NOTARY SEAL) | ||
| XXXXX X. XXXXXXXX (Notary Name Printed) |
||
| NOTARY PUBLIC, State of New Jersey No. 2078353 Qualified in Monmouth County Commission Expires July 28, 2005 |
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| CAPITAL TEMPFUNDS, INC. a North Carolina corporation |
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| By: | XXXXX X'XXXX |
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| Title: | X.X. |
XXXXX XX XXXXX XXXXXXXX
XXXXXX XX XXXXXXXXXXX
The foregoing instrument was acknowledged before me this 5th day of August, 2003, by Xxxxx X'Xxxx, as V.P. of CAPITAL TEMPFUNDS, INC., a North Carolina corporation, on behalf of the corporation, He is personally known to me and (did not) take an oath.
/s/ X.X. XXXXXXX (Notary Signature) |
||
| X.X. XXXXXXX (Notary Name Printed) |
||
| NOTARY PUBLIC Commission No. | ||
| (NOTARY SEAL) [GRAPHIC OMMITTED] "OFFICIAL SEAL" Notary Public, North Carolina County of Mecklenburg X.X. Xxxxxxx My Commission Expires 4/18/2005 |
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REAFFIRMATION OF FIDELITY GUARANTY
The undersigned hereby reaffirms his Fidelity Guaranty dated as of December 8, 2000, (the "Guaranty"), consent to the terms of the Fourth Amendment to Loan and Security Agreement and confirms that the Guaranty is in full force and effect, and is binding upon the undersigned without any setoffs, defenses or counterclaims of any kind whatsoever.
| /s/ XXXXXX X. XXXXXXX Xxxxxx X. Xxxxxxx |
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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
RECITALS
AGREEMENT
REAFFIRMATION OF FIDELITY GUARANTY
