AMENDMENT, RATIFICATION AND
CONFIRMATION OF CONTINUING UNCONDITIONAL GUARANTY
THIS AMENDMENT, RATIFICATION AND CONFIRMATION OF CONTINUING
UNCONDITIONAL GUARANTY ( “Agreement” ) is
dated this 31st day of January, 2007 by and between MTS
MEDICATION TECHNOLOGIES LIMITED (formerly known as MTS
Packaging Systems International, Ltd.)
(“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
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A.
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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 November 30, 2006
(the “Fourth Amendment” ), that certain Fifth
Amendment to Loan and Security Agreement dated of even date
herewith (the “Fifth 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.
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B.
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In connection
with the Loan Agreement, Guarantor executed in favor of Agent that
certain Continuing Unconditional Guaranty dated July 8, 2003 (the
“Guaranty” ).
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C.
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Pursuant to the
Fourth Amendment, Lender extended 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”
).
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D.
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In connection
with the Fourth Amendment, Borrowers 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
November 30, 2006 (the “Overadvance Term Note”
).
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E.
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Guarantor 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.
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