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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. &nb
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