Aftersoft
Group, Inc.
Heronsway
Chester Business Park
|
|
|
Amendment
No. 1 to Loan Agreement
|
Dear
Sirs:
Reference is made to the Revolving Credit and
Term Loan Agreement dated as of December 21, 2007 (the “
Loan Agreement ”), by and between ComVest Capital, LLC
(the “ Lender ”) and Aftersoft Group, Inc. (the
“ Borrower ”). All capitalized terms
used herein without definition have the respective meanings
ascribed to them in the Loan Agreement.
The Borrower has advised the Lender that the
Borrower failed to comply with Section 6.17 of the Loan Agreement
for the four (4) consecutive quarters ended June 30, 2008, and that
the Borrower anticipates that it will not be in compliance with
such Section 6.17 for any of the four (4) quarter periods ending
September 30, 2008 through and including June 30,
2009. The Lender is ready, willing and able to waive
such non-compliance for the four (4) quarter periods ending June
30, 2008 and September 30, 2009, to modify Section 6.17 of the Loan
Agreement for the four (4) quarter periods ending December 31, 2008
through and including June 30, 2009, and to effect certain other
modifications to the Loan Documents, all subject to and in
accordance with the terms and conditions of this Amendment No.
1.
This will confirm the agreement of the Lender
and the Borrower to make the following amendments to the Loan
Agreement, the Term Note and Warrant No. CV-2 (issued pursuant to
the Loan Agreement).
1.
Waivers . The Lender hereby waives the
Borrower’s failure to comply with Section 6.17 of the Loan
Agreement for the four (4) consecutive quarters ended June 30,
2008, and for the four (4) consecutive quarters ending September
30, 2008, provided that such waivers are limited to such four (4)
quarter periods, and shall not constitute a waiver with respect to
any other period or with respect to any other provision of the Loan
Agreement in any other respect.
2.
Amended Covenant . Section 6.17 the Loan
Agreement is hereby amended so as to read in full as
follows:
Section 6.17. Coverage
Test . Permit,
as of the end of any quarter of any Fiscal Year, the ratio of (a)
EBIDA minus Capital Expenditures incurred to maintain or replace
capital assets, to (b) Debt Service, for the four (4) consecutive
quarters then ended to be less than the minimum ratio for such
period set forth below (and the Borrower hereby acknowledges that
such minimum ratios have been set based on 80% of the
Borrower’s projected ratios for the subject
periods):
|
Four Consecutive
Fiscal Quarters
Ending
|
Minimum
Coverage Ratio
|
|
|
|
|
|
0.62 to 1.00
|
|
|
0.71 to 1.00
|
|
|
0.50 to 1.00
|
On or after
September 30, 2009
|
1.25 to 1.00
|
3.
Term Loan Amortization .
(a) Section
1(b) of the Term Note is hereby amended so as to read in full as
follows:
(b)
Principal . The Principal of this Note shall be
payable (i) in eleven (11) equal monthly installments of
$20
|
