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Exhibit 10.5
THIRD
AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT ("Amendment") is made effective this
20th day of November, 2006, by and between ADDVANTAGE
TECHNOLOGIES GROUP, INC. , an Oklahoma corporation
("Borrower") and BANK OF OKLAHOMA, N.A.
("Lender").
RECITALS
A. Reference is made to the Revolving Credit and Term Loan
Agreement between Borrower and Lender dated September 30, 2004,
amended September 30, 2005 and amended September 30, 2006 (as
amended, the "Credit Agreement"), pursuant to which exists a
$7,000,000 Revolving Line and an $8,000,000 Term Loan. Terms used
herein shall have the meanings ascribed to them in the Credit
Agreement unless otherwise defined herein.
B. Borrower has requested that Lender renew the $7,000,000
Revolving Line and establish a new Term Loan in the amount of
$2,760,000 to enable Borrower to acquire certain property located
in Broken Arrow, Oklahoma; and Lender is willing to accommodate
such requests pursuant to the terms and conditions set forth in
this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, Borrower and Lender do
hereby agree as follows:
1.
AMENDMENT TO THE CREDIT
AGREEMENT .
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1.1.
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Section 1.37 (Note) is hereby
amended to additionally include the $2,760,000 Promissory
Note.
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1.2.
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The Pricing Grid attached as
Schedule "1.38" to the Credit Agreement is hereby amended and
replaced by the Pricing Grid attached as Schedule "1.2" to
this Amendment.
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1.3.
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A new Section 2.4 is hereby added to
the Credit Agreement, to wit:
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"2.4. $2,760,000 Term Loan . Subject to the terms
and conditions of this Agreement, the Lender agrees to loan to
Borrower $2,760,000, to be further evidenced by the $2,760,000 Term
Note. The purpose of the advance under the $2,760,000 Term Note is
to enable Borrower to purchase certain property located in Broken
Arrow, Oklahoma ("Property"). At closing, the Borrower shall
execute and deliver to Lender the Mortgage Related
Documents."
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1.4.
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The term "Mortgage Related
Documents" shall mean, separately and collectively, the following,
all of which must be in form and content satisfactory to
Lender:
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(i)
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Title insurance commitment (with a
title insurance policy with thirty days of funding).
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(ii)
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Survey.
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(iii)
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Insurance certificates (hazard and
liability).
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(iv)
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Flood zone verification.
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(v)
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Environmental
information.
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(vi)
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A Mortgage in form and content as
set forth on Schedule "1.5 (vi)" attached to this
Amendment.
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(vii)
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Appraisal.
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(viii)
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Any other documents or agreements
required by Lender.
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1.5.
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Section 8.3 (Effective Net Worth) is
hereby amended to replace the amount "$15,000,000" with
"$20,000,000".
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2.
CONDITIONS PRECEDENT
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2.1. Borrower shall execute and /or deliver to Lender
the following:
2.1.1.
This Amendment;
2.1.2.
The $7,000,000 promissory Note in form
and content set forth on Schedule "2.1.2" to this
Amendment;
2.1.3.
The $2,760,000 Term Loan, in form and
content set forth on Schedule "2.1.3" to this
Amendment;
2.1.4.
The Mortgage Related
Documents;
2.1.5.
Updated authority resolutions from the
Borrower and each of the Guarantors, in form and content as
set on
forth on Schedule "2.1.5" to this
Amendment;
2.1.6.
Certificates of Good Standing from the
Borrower and each of the Guarantors; and
2.1.7.
any other instruments, documents or
agreements reasonably requested by Lender in connection
herewith.
3.
Representations . As
inducement for Lender to agree to this Amendment, the Borrower
represents and warrants to Lender as follows: (i) all
representations and warranties set forth in the Credit Agreement
and other Loan Documents remain true and correct as of the date
hereof, and all schedules remain true and correct; (ii) no Initial
Default or Matured Default exists under the Credit Agreement or any
other Loan Documents, and none shall arise as a result of the
execution and performance under this Amendment and/or any documents
executed and/or delivered by Borrower in connection
herewith.
4.
Ratification of and Amendment to
Documents . Borrower hereby ratifies and confirms t
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