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FOURTH AMENDMENT TO LOAN AGREEMENT

Loan Agreement

FOURTH AMENDMENT TO LOAN AGREEMENT | Document Parties: MEDPRO SAFETY PRODUCTS, INC. | FIFTH THIRD BANK | VACUMATE, LLC You are currently viewing:
This Loan Agreement involves

MEDPRO SAFETY PRODUCTS, INC. | FIFTH THIRD BANK | VACUMATE, LLC

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Title: FOURTH AMENDMENT TO LOAN AGREEMENT
Governing Law: Kentucky     Date: 3/30/2009

FOURTH AMENDMENT TO LOAN AGREEMENT, Parties: medpro safety products  inc. , fifth third bank , vacumate  llc
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EXHIBIT 10.5

 

FOURTH AMENDMENT TO LOAN AGREEMENT

 

THIS FOURTH AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into effective as of the 1 st day of August, 2008, by and among FIFTH THIRD BANK , a Michigan banking corporation with its office and principal place of business at 250 West Main Street, Suite 100, Lexington, Kentucky 40507 (the "Bank"); MEDPRO SAFETY PROJECTS, INC. , a Nevada corporation successor by merger to MEDPRO SAFETY PRODUCTS, INC. , a Delaware corporation successor by merger to VACUMATE, LLC , a Kentucky limited liability company with its principal place of business at 817 Winchester Road, Suite 200, Lexington, Kentucky 40505 (the "Guarantor").  (Borrower and Guarantor are herein sometimes referred to collectively as "Obligors").

 

RECITALS:

 

WHEREAS, the Borrower, Guarantor and the Bank are parties to that certain Loan Agreement dated as of August 7, 2006, as amended by the First Amendment thereto dated effective as of March 19, 2007, as further amended by the First Amendment thereto dated effective as of March 19, 2007, as further amended by the Second Amendment thereto dated effective as of June 11, 2007 and as further amended by the Third Amendment thereto dated effective as of September 1, 2007 (as amended, the "Loan Agreement");

 

WHEREAS, pursuant to the Loan Agreement and the other Loan Documents (as such term is defined in the Loan Agreement), the Borrower is currently indebted to the Bank for, among other things, a revolving loan as evidenced by (a) that certain Third Amended and Restated Revolving Promissory Note, dated September 1, 2007, in the face principal amount of One Million Five Hundred Thousand and No/100 dollars ($1,500,000.00) (the "Third Amended and Restated Revolving Note") and (b) that certain Amended and Restated Term Promissory Note, dated September 1, 2007, in the original principal amount of Five Million and No/100 Dollars ($5,000,000.00) (the "Amended and Restated Term Note"); and

 

WHEREAS, the Borrower has requested and Bank has agreed to amend the Notes and certain other Loan Documents to reflect that the Borrower has assumed all obligation of MedPro Safety Products, Inc. a Delaware corporation under the Loan Documents;

 

WHEREAS, to induce Bank to enter into this Amendment, without which inducement Bank would be unwilling to undertake the same, Guarantor has agreed to enter into this Amendment;

 

AND, WHEREAS, the Borrower, Guarantor and Bank desire to amend the Loan Agreement and various Loan Documents, as defined in the Loan Agreement, and to enter into additional Loan Documents, to reflect the same and other amendments, as hereinafter provided.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.             FOURTH AMENDED AND RESTATED REVOLVING NOTE .  Simultaneously with the execution of this Amendment, Borrower has executed and delivered to Bank its Fourth Amended and restated Revolving Promissory Note dated effective as of the date hereof in the face principal amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the "Fourth Amended and Restated Revolving Note").  Borrower shall repay the Fourth amended and Restated Revolving Note in accordance with the terms and conditions set forth therein as the same may be supplemented, amended and/or modified from time to time, with interest thereon at a rate set forth therein.  The Fourth Amended and Restated Revolving Note is an amendment and restatement of the existing Third amended and Restated Revolving Note and is not a novation thereof.  The Loan agreement and all other existing Loan Documents are hereby amended by substituting the term "Fourth Amended and Restated Revolving Note" for "Third Amended and Restated Revolving Note."

 

 


 

 

2.            SECOND AMENDED AND RESTATED TERM NOTE .  Simultaneously with the execution of this Amendment, borrower has executed and delivered to Bank its Second Amended and Restated Term Promissory Note dated effective as of the date hereof in principal amount for Four Million Five Hundred eighty-three Thousand Three Hundred Thirty-three and 33/100 Dollars ($4,583,333.33) (the "Second Amended and Restated Term Note").  Borrower shall repay the Second Amended and Restated Term Note in accordance with the terms and conditions set forth therein as the same may be supplemented, amended and/or modified from time to time, with interest thereon at a rate set forth therein.  The Second Amended and Restated Term Note is an amendment and restatement of the existing Amended and Restated Term Note and is not a novation thereof.  The Loan Agreement and all other existing Loan Documents are hereby amended by substituting the term "Second Amended and Restated term Note" for "Amended and Restated Term Note".

 

3.            SECOND AMENDED AND RESTATED SECURITY AGREEMENT .  Simultaneously with the execution of this Amendment, Borrower shall execute a Second Amended and Restated Security agreement in favor of the Bank pursuant to which the Borrower continues to grant the Bank a security interest in all of its assets to secure all of its obligations to the Bank under the Loan Documents pursuant to the terms of the Security Agreement (the "Second A&R Security Agreement").

 

4.             AMENDED AND RESTATED GUARANTY BY GUARANTOR .  Simultaneously with the execution of this Amendment, Guarantor shall execute a guaranty in which he shall guarantee payment to Bank of all obligations of borrower under the Loan Agreement, as amended hereby, the Fourth amended and Restated Revolving Note and the Amended and Restated Term Note pursuant to the terms of the guaranty (the "Fourth A&R Guaranty").

 

5.            FINANCIAL COVENANTS . &nbs


 
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