Exhibit 10.1
FIRST AMENDMENT TO
FIRST
AMENDED AND RESTATED EXTENSION
AGREEMENT
THIS FIRST AMENDMENT TO FIRST
AMENDED AND RESTATED EXTENSION AGREEMENT (“First
Amendment”) is made and entered into as of December 21, 2005,
by and among LYNCH SYSTEMS, INC. (“Borrower”), a
South Dakota corporation; LYNCH CORPORATION, an Indiana
corporation (“Guarantor”); and SUNTRUST BANK
(“Lender”), a Georgia banking corporation.
Recitals:
Lender, Borrower and Guarantor
entered into a First Amended and Restated Extension Agreement dated
October 6, 2005 (the “Extension Agreement”) pursuant to
which, among other things, the maturity date for repayment of the
obligations owed by Borrower and Guarantor to Lender was extended
under the terms and conditions stated in the Extension Agreement.
Capitalized terms used herein, to the extent not otherwise defined,
shall have the meanings ascribed to such terms in the Extension
Agreement.
Borrower has not been able to meet
the deadlines for delivery of a term sheet or an Acceptable
Commitment Letter as provided in Section 8 of the Extension
Agreement. As a result, the rate of interest that accrues on the
principal amount of the Obligations has increased as and to the
extent provided in Section 8 of the Extension Agreement.
Borrower has requested that Lender
further extend the maturity date of the Obligations, and Lender is
willing to do so, subject to all of the terms and conditions in the
Extension Agreement and this First Amendment.
NOW, THEREFORE, for TEN DOLLARS
($10.00) in hand paid and in consideration of the premises and the
mutual covenants herein contained, the parties hereto, intending to
be legally bound hereby, agree as follows:
1.
Definitions . All capitalized terms used in this
First Amendment, unless otherwise defined, shall have the meanings
ascribed to such terms in the Extension Agreement.
2 .
Amendment to Extension Agreement . The Extension
Agreement is hereby amended as follows:
(a) In
Section 1 , by deleting the definition of “Extension
Period” and by substituting in lieu thereof the following
definition:
“ Extension Period
” shall mean the period commencing on October 6, 2005, and
ending at 5:00 o’clock p.m. on March 1, 2006.
(b) By
deleting Section 8 in its entirety and by substituting in
lieu thereof the following Section 8:
8.
Applicable Rate of
Interest.
(a)
From October 6, 2005, through and
including October 31, 2005, interest shall accrue on the unpaid
principal balance of the Obligations outstanding at the rate of
five and one-half percent (5.5%) per annum, calculated and paid in
accordance with the terms of the Term Note.
(b)
From November 1, 2005, through and
including November 30, 2005, interest shall accrue on the unpaid
principal balance of the Obligations outstanding at the rate of six
and one-half percent (6.5%) per annum, calculated and paid in
accordance with the terms of the Term Note.
(c)
From and after December 1, 2005, and
except as otherwise provided in this Section 8, interest shall
accrue on the unpaid principal balance of the Obligations
outstanding at the rate of seven and one-half percent (7.5%) per
annum, calculated and paid in accordance with the terms of the Term
Note.
(d)
During the Extension Period, and
provided that each of the Extension Conditions is satisfied, Lender
shall not be authorized to charge or collect any default rate of
interest that Lender would otherwise be entitled to charge or
collect in the absence of this Agreement, but
