MODIFICATION
NUMBER ONE
TO PROMISSORY NOTE AND LOAN AGREEMENT
eResearchtechnology,
Inc.
a/k/a eResearch Technology, Inc.
1818 Market Street, Suite 1000
Philadelphia, Pennsylvania 19103-3638
eRT
Investment Corporation
1105 N. Market Street, Suite 1300
Wilmington, Delaware 19801
eRT Tech
Corporation
1105 N. Market Street, Suite 1300
Wilmington, Delaware 19801
(Individually and collectively, “Borrower”)
Wachovia
Bank, National Association
Philadelphia, Pennsylvania 19109
(Hereinafter referred to as “Bank”)
THIS
AGREEMENT is entered into as of May 19, 2009 by and between
Bank and Borrower.
Bank is the
holder of a Promissory Note, as modified from time to time,
executed and delivered by Borrower, dated June 26, 2008, in
the original principal amount of $3,000,000.00 (the
“Note”); and certain other loan documents, including
without limitation, a Loan Agreement, dated June 26, 2008 (the
“Loan Agreement”);
Borrower
and Bank have agreed to modify the terms of the Note and the Loan
Agreement.
In
consideration of Bank’s continued extension of credit and the
agreements contained herein, the parties agree as
follows:
ACKNOWLEDGMENT
OF BALANCE. Borrower
acknowledges that the most recent Commercial Loan Invoice sent to
Borrower with respect to the Obligations under the Note is
correct.
1. The
Note is hereby modified by deleting the provisions in the Note
establishing the repayment terms and substituting the following in
their place and stead:
REPAYMENT
TERMS. The Note
shall be due and payable in consecutive monthly payments of accrued
interest only, commencing on June 1, 2009, and continuing on
the same day of each month thereafter until fully paid. In any
event, all principal and accrued interest shall be due and payable
on June 1, 2010.
|
|
|
|
|
WPCI915678XXXX001
|
|
CDCNOTEXXX
|
2. The
section entitled LETTER OF CREDIT of the Note or Loan Agreement is
hereby deleted and the following is substituted in its place and
stead:
LETTERS OF
CREDIT. Upon the
request of Borrower, Bank shall issue standby Letters of Credit,
provided, the aggregate amount available to be drawn under all
standby Letters of Credit plus the aggregate amount of unreimbursed
drawings under all standby Letters of Credit at any one time does
not exceed $3,000,000.00, and further provided, no standby Letter
of Credit shall expire more than 365 days after the date it is
issued. Notwithstanding anything to the contrary contained herein,
the aggregate outstanding principal balance of Advances (as defined
in the line of credit Promissory Note in the amount of
$3,000,000.00, of even date herewith) plus the aggregate amount
available to be drawn under all Letters of Credit plus the
aggregate amount of unreimbursed drawings under all Letters of
Credit at any one time shall not exceed $3,000,000.00. The Letters
of Credit are to be used by Borrower solely to support working
capital. Bank’s obligation to issue Letters of Credit shall
terminate if Borrower is in default (however denominated) under the
Note or the other Loan Documents, or in any case, if not sooner
terminated, on June 1, 2010 unless renewed or extended by Bank
in writing upon such terms then satisfactory to Bank.
ACKNOWLEDGMENTS
AND REPRESENTATIONS. Borrower
acknowledges and represents th
|