AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • July 7th, 2008 • Lapolla Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of June, 2008, by and between COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”), and LAPOLLA INDUSTRIES, INC., a Delaware corporation (the “Borrower”).
ContractLapolla Industries Inc • July 7th, 2008 • Paints, varnishes, lacquers, enamels & allied prods
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION, IN REASONABLY ACCEPTABLE FORM AND SCOPE, OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.
AMENDED AND RESTATED CONVERTIBLE TERM NOTELapolla Industries Inc • July 7th, 2008 • Paints, varnishes, lacquers, enamels & allied prods • New York
This Note and the Common Stock issuable upon conversion hereof (except to the extent that such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws.
GUARANTYGuaranty • July 7th, 2008 • Lapolla Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • New York
This Guaranty shall remain in full force and effect until such time as the Obligor or the Guarantor has delivered to the Lender financial statements and calculations which accurately reflect and demonstrate that the Obligor has maintained a ratio of EBITDA to Debt Service (as such terms are defined in the Loan Agreement) of 1.25 to 1.0 for any period of three (3) consecutive fiscal quarters commencing after the date hereof (the “Release Condition”). In the event that any such financial statements and calculations shall be inaccurate to such an extent as to cause such ratio not to be met in any of the three (3) subject fiscal quarters, then this Guaranty shall be deemed to have remained in effect at all times without regard to any claimed satisfaction of such Release Condition.
AMENDED AND RESTATED REVOLVING CREDIT NOTELapolla Industries Inc • July 7th, 2008 • Paints, varnishes, lacquers, enamels & allied prods
The interest rate applicable hereunder from time to time shall be determined in accordance with the following table, and shall be reset on a quarterly basis, based upon the Maker’s financial statements delivered to ComVest (which shall be accompanied in each case by a detailed calculation of the Coverage Ratio for the fiscal quarter of the Maker ending on the date of the subject financial statements), effective as of the first day of the calendar month next succeeding the delivery of such financial statements (provided that, if the Maker fails to deliver such financial statements and calculation on a timely basis in accordance with the Loan Agreement, then, until delivery of current financial statements and a current calculation, the interest rate hereunder shall be set at the highest level below):
June 30, 2008Lapolla Industries Inc • July 7th, 2008 • Paints, varnishes, lacquers, enamels & allied prods
Reference is made to (a) the Amended and Restated Revolving Credit and Term Loan Agreement of even date herewith (the “Loan Agreement”) by and between ComVest Capital, LLC (the “Lender”) and LaPolla Industries, Inc. (the “Borrower”), and (b) Warrants Nos. CV-1 through CV-3 (the “Initial Warrants”) issued by the Borrower to the Lender pursuant to the Original Agreement. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
