Exhibit 10.1
FOURTH AMENDMENT
TO
REVOLVING NOTE
This Fourth Amendment to Revolving
Note, dated as of March 30, 2007, is entered into by and
between Integral Systems, Inc., a Maryland corporation
(“Borrower”), and Bank of America, N.A. (the
“Lender”) (said Amendment being referred to herein as
“this Amendment”).
WITNESSETH:
WHEREAS , Borrower and Lender are parties to that
certain Amended and Restated Revolving Line of Credit Loan
Agreement and Security Agreement, dated as of August 31, 2001,
as amended by that certain First Modification to Amended and
Restated Revolving Line of Credit Loan Agreement and Security
Agreement, dated as of February 3, 2003, as further amended by
that certain Second Amendment to Amended and Restated Revolving
Line of Credit Loan Agreement and Security Agreement, dated as of
February 25, 2004, as further amended by that certain Third
Amendment to Amended and Restated Revolving Line of Credit Loan
Agreement and Security Agreement, dated as of January 19,
2004, as further amended by that certain letter, dated
February 20, 2007, from Lender to Borrower, and as further
amended by that certain Fifth Amendment to Amended and Restated
Revolving Line of Credit Loan Agreement and Security Agreement,
dated as of the date hereof (as so amended, the “Loan
Agreement”);
WHEREAS , in connection with the transactions
contemplated by the Loan Agreement, Borrower executed and delivered
to Lender that certain Revolving Note, dated as of August 31,
2001, in the original principal amount of Ten Million and No/100
Dollars ($10,000,000.00) and payable to the order of Lender, as
amended by that certain First Amendment to Revolving Note, dated as
of February 25, 2004, as further amended by that certain
Second Amendment to Revolving Note, dated as of January 19,
2004, and as further amended by that certain letter, dated
February 20, 2007, from Lender to Borrower (as so amended, the
“Note”); and
WHEREAS , Borrower and Lender have agreed to amend the
Note as provided herein;
NOW THEREFORE
, in consideration of the terms and
conditions set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows
(capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed thereto as set forth in the Loan
Agreement):
SECTION 1. Amendment to
Note . Effective as
of the date hereof, the Note is hereby amended as
follows:
1.1 Section 2.b of the Note is hereby deleted in its entirety
and the following is substituted therefor:
b. unless sooner paid, the unpaid
Principal Sum, together with all interest accrued and unpaid
thereon, and all other amounts owing under this Note shall be due
and payable in full on April 30, 2007 (the “Maturity
Date”). If the Loan Agreement provides for the
Borrower to make additional payments
on account of the Principal Sum from time to time, Borrower
promises to make those payments at the time and in the manner
specified in the Loan Agreement.
SECTION 2. Representations and
Warranties .
2.1 Borrower hereby represents and warrants that the
outstanding principal amount of the Note as of the date hereof is
Zero and No/100 Dollars ($0.00).
2.2 Borrower hereby represents and warrants that
(i) it has full power and authority to execute and deliver
this Amendment and to perform its obligations hereunder,
(ii) it has taken all corporate action necessary for the
execution and delivery by it of this Amendment and the performance
by it of its obligations hereunder, and (iii) thi
