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 between BAF
PRINTERS LIMITED ( “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, Guarantor executed in favor
of Agent that certain Continuing Unconditional Guaranty dated
February 22, 2006 (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.
