Exhibit 10.1
SECOND AMENDMENT
TO
REVOLVING NOTE
This Second Amendment to Revolving
Note, dated as of January 19, 2004, is entered into by and among
Integral Systems, Inc., a Maryland corporation
(“Borrower”), SAT Corporation, Inc., a California
corporation (“SAT”), and Bank of America, N.A. (the
“Lender”) (said Amendment being referred to herein as
“this Amendment”).
W I T N E S S E T H:
WHEREAS , Borrower, SAT and Lender entered into 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, and as further amended by that certain Third 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 and SAT 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 so amended, the “Note”);
and
WHEREAS , Borrower, SAT 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 T he
Note is hereby amended to delete SAT as a borrower
thereunder.
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 February 28, 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 Each of Borrower and SAT 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) this Amendment constitutes its
valid and binding obligation enforceable against it in accordance
with its terms except to the extent enforceability may be subject
to bankruptcy, insolvency, moratorium and other similar laws
affecting the rights of creditors generally or the application of
principles of equity, whether in an action at law or proceeding in
equity.
SECTION 3. Reference to and
Effect Upon the Note .
3.1 Except as specifically amended or waived above,
the Note shall remain in full force and effect and is hereby
ratified and confirmed.
3.2 Except as specifically provided above, the
execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of Lender under
the Note, nor constitute an amendment of any provision o
