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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