AMENDMENT, RATIFICATION AND
CONFIRMATION OF CONTINUING UNCONDITIONAL GUARANTY
THIS AMENDMENT, RATIFICATION AND CONFIRMATION OF CONTINUING
UNCONDITIONAL GUARANTY ( “Agreement” ) is
dated this 30th day of November, 2006 by and among MEDICATION
MANAGEMENT TECHNOLOGIES, INC. ( “MMT” ),
MEDICATION MANAGEMENT SYSTEMS, INC. (
“MMS” ), MEDICAL TECHNOLOGY LABORATORIES,
INC. ( “MTL” and together with MMT and MMS,
collectively, the “Guarantors” and each a
“Guarantor” ) and LASALLE BUSINESS CREDIT,
LLC , successor by merger to LaSalle Business Credit, Inc., as
Agent ( “Agent” ) for LASALLE BANK MIDWEST
NATIONAL ASSOCIATION (formerly known as Standard Federal Bank
National Association) ( “Lender” ).
BACKGROUND
A. Pursuant to that certain Loan and
Security Agreement dated June 26, 2002 by and among MTS Medication
Technologies, Inc. (formerly known as Medical Technology Systems,
Inc.) and MTS Packaging Systems, Inc.
(“Borrowers” ), Agent and Lender (as amended by
that certain First Amendment to Loan and Security Agreement dated
July 8th, 2003, that certain Second Amendment to Loan and Security
Agreement dated June 18, 2004, that certain Third Amendment to Loan
and Security Agreement dated February 22, 2006, that certain Fourth
Amendment to Loan and Security Agreement dated of even date
herewith (the “Fourth Amendment” ) and as the
same may be further amended, modified, supplemented or restated
from time to time, the “Loan Agreement” ),
Lender agreed, inter alia , to make available to Borrowers
various credit facilities.
B.
In connection with the Loan Agreement,
Guarantors executed in favor of Agent that certain Continuing
Unconditional Guaranty dated June 26, 2002 (the
“Guaranty” ).
C.
Pursuant to the Fourth Amendment, Lender
extend to Borrowers a term loan in the original principal amount of
Six Million Four Hundred Thousand Dollars ($6,400,000.00) on the
terms and conditions set forth therein (the “Overadvance
Term Loan” ).
D.
In connection with the Fourth Amendment,
Borrowers have executed and delivered to Agent a promissory note in
the original principal amount of Six Million Four Hundred Thousand
Dollars ($6,400,000.00) dated of even date herewith (the
“Overadvance Term Note” ).
E. Guarantors and Agent desire to confirm
that the Guaranty secures and extends to the Overadvance Term Loan,
and desire to ratify and confirm all other terms and conditions of
the Guaranty.
F.
Capitalized terms used herein and not
otherwise defined shall have the meanings provided for such terms
in the Loan Agreement.
NOW, THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
undersigned, intending to be legally bound hereby, agree as
follows:
1.
Borrowers’ Liabilities
. The definition of ̶
