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Exhibit
10.14
Loan Modification
Agreement
This Loan Modification
Agreement (“Agreement”) is made this 20
th
day of June, 2007, by and
between BANK OF AMERICA, N.A. organized and existing
under the laws of the United States of America with offices at 100
Federal Street, Boston Massachusetts 02110 (the
“Bank” ) and OPNET TECHNOLOGIES, INC. a
Delaware Corporation, with an address at 7255 Woodmont Avenue,
Bethesda Maryland 20814 (the “Borrower”
).
RECITALS
WHEREAS, Reference is
made to a certain loan arrangement (the “Loan
Arrangement” ) between the Bank and the Borrower
evidenced by, among any other documents, instruments, and
agreements, (i) a certain Promissory Note, dated June 10,
2005 in favor of the Bank in the original principal amount of Two
Million Six Hundred Thousand ($2,600,000.00) Dollars as amended
from time to time (the “Note” ) and (ii) a
Loan Agreement dated June 10, 2002, between the Borrower and
the Bank ( “Loan Agreement” ) and (iii) a
Security Agreement dated June 10, 2002 as amended as amended
from time to time (the “Security Agreement” )
and (iv) UCC-1 Financing Statement (“Financing
Statement”) bearing file number 2219573 and filed with
the Delaware Secretary of State. The Note, the Loan Agreement, and
the Security Agreement and the Financing Statement together with
any and all other instruments, documents contracts or agreements
which evidence, secure or otherwise relate to the Borrower’s
obligations with respect to the Loan Arrangement, all as modified
by any prior amendment agreements are herein collectively referred
to as the “Loan Documents.”
WHEREAS, the Borrower
has requested that the Bank agree to the modification of the Loan
Documents to, among other things, the maturity date of the Note as
hereinafter described, and the Bank has so agreed, but only upon
the terms and conditions set forth hereinafter.
AGREEMENT
NOW THEREORE, for good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is hereby agreed by the Bank and the
Borrower that the Loan Documents are amended effective as of
June 30 th ,
2007 (the “Effective Date”), as follows:
1. The above referenced Recitals are
true and correct and are incorporated herein by reference and made
a part hereof. Capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Loan
Agreement.
2. The Note is amended as
follows:
(a) Delete references to
$2,600,000 and Two Million Six Hundred Thousand Dollars and
substitute therefore $2,000,000 and Two Million dollars wherever
context requires.
(b) Delete the paragraph
entitled “ PAYMENT ” and to substitute the
following therefore:
“ PAYMENT
”. Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on
June 30, 2008 (the “Maturity Date”). In addition,
Borrower will pay regular monthly payments of all accrued unpaid
interest due as of each payment date, beginning July 31 st 2007, with all subsequent interest
payments to be due on the same day of each month after that until
the Maturity Date. Unless otherwise agreed or required
by
applicable law, payments
will be applied first to any accrued unpaid interest; then to any
late charges, and then to any unpaid collection costs. The annual
interest rate for this Note is computed on a 365/360 basis; that
is, by applying the ratio of the annual interest rate over a year
of 360 days multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Lenders address shown
above or at such other place as the Lender may designate in
writing.”
3. The Loan Agreement is amended as
follows:
(a) Delete only that portion
of Section 2 of the Loan Agreement entitled Loan and in
its place substitute the following:
“2. LOANS
.
A. Loans. Bank hereby
agrees to make (or has made) one or more loans or financial
accommodations to Borrower in the aggregate principal face amount
of $2,000,000. The obligation to repay the loans is evidenced by a
promissory note or notes originally dated June 10, 2002 and as
amended from time to time (the promissory note or notes together
with any and all renewals, extensions or rearrangements thereof
being hereafter collectively referred to as the
“Note.”
The
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