Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND
RESTATED LOAN AGREEMENT
This Second Amendment to Amended and
Restated Loan Agreement (this “ Amendment ”) is
made effective March 26, 2009, by and between Pinnacle Data
Systems, Inc. (“ Borrower ”), and KeyBank
National Association, a national banking association (“
Lender ”).
BACKGROUND
INFORMATION
A. On September 30, 2008,
Lender made a loan to Borrower in the principal amount of up to
$8,000,000 (the “ Loan ”) pursuant to an Amended
and Restated Loan Agreement (the “ Original Loan
Agreement ”), as amended by a First Amendment to Amended
and Restated Loan Agreement dated December 24, 2008 (the
“ First Amendment to Loan Agreement” ), and as
further amended by this Amendment. The Original Loan Agreement, and
the First Amendment to Loan Agreement, as further amended by this
Amendment, are sometimes referred to hereinafter, collectively, as
the “ Loan Agreement .”
B. The Loan is evidenced by a
Cognovit Promissory Note Demand Line of Credit dated
December 24, 2008 (the “ Existing Note ”),
in the original principal amount of $8,000,000.
C. Borrower has also granted Lender
a security interest in all of Borrower’s personal property
pursuant to a Security Agreement dated April 8, 2008 (the
“ Security Agreement ”). The Loan Agreement, the
Existing Note, the Security Agreement, and any other agreements
between Lender and Borrower relating to the Loan are sometimes
referred to hereinafter, collectively, as the “ Loan
Documents ” and, individually, as a “ Loan
Document .” The terms defined in the Loan Agreement shall
be used in this Amendment, and have the same meaning as defined in
the Loan Agreement, unless a term is otherwise defined in this
Amendment. To the extent that there are any inconsistencies between
the provisions of this Amendment and the provisions of the Loan
Agreement or any of the other Loan Documents, then the applicable
provisions of this Amendment shall control and supercede the
inconsistent provisions of the Loan Agreement or any of the other
Loan Documents.
D. Borrower and Lender desire to
make certain amendments to the Loan Agreement and the Note.
Accordingly, Lender and Borrower have agreed to enter into this
Amendment.
STATEMENT OF
AGREEMENT
The parties to this Amendment
acknowledge the accuracy of the foregoing Background Information
and for adequate consideration received hereby agree as
follows:
§1.
Acknowledgement .
Except as otherwise specifically set forth in this Amendment and
Replacement Note (see Section 7), the Demand Line of Credit
shall remain as currently set forth in the Loan
Documents.
§2. Obligation to Repay
Line of Credit .
Borrower acknowledges that as of the effective date of this
Amendment the outstanding principal balance of the Demand Line of
Credit is
$ .
Borrower hereby reaffirms its obligation to repay the Demand Line
of Credit in full.
§3. Compliance with Loan
Documents . Borrower
shall comply with all of the terms and provisions of the Loan
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