AMENDMENT TO CREDIT AND SECURITY
AGREEMENT
This Amendment (the
“Amendment”), dated February 5, 2008, is entered into
by and among MISONIX, INC., Acoustic Marketing Research, Inc. d/b/a
Sonora Medical Systems, and Hearing Innovations Incorporated
(collectively, the “Borrowers”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION (the “Lender”), acting through its
Wells Fargo Business Credit operating division.
RECITALS
The Borrowers and the Lender are
parties to a Credit and Security Agreement dated December 29, 2006
(as amended from time to time, the “Credit Agreement”).
Capitalized terms used in these recitals have the meanings given to
them in the Credit Agreement unless otherwise specified.
The Borrowers have requested that
certain amendments be made to the Credit Agreement, which the
Lender is willing to make pursuant to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants and agreements herein
contained, it is agreed as follows:
1. Section 6.2(b) of the Credit
Agreement shall be deleted in its entirety and restated as
follows:
“(b) Minimum Net Income/Net Loss
. The Borrowers on a consolidated
basis shall not have a Net Loss more than $520,000 for the fiscal
quarter ending December 31, 2007, not more than $40,000 for
the fiscal quarter ending March 31, 2008 and not more than $175,000
for the fiscal quarter ending June 30, 2008.”
2. No Other Changes . Except as explicitly amended by this Amendment,
all of the terms and conditions of the Credit Agreement shall
remain in full force and effect and shall apply to any advance or
letter of credit thereunder.
3. Conditions Precedent . This Amendment shall be effective when the
Lender shall have received an executed original hereof, together
with each of the following, each in substance and form acceptable
to the Lender in its sole discretion:
(a) Intentionally Omitted.
(b) Such other matters as the Lender may
require.
4. Representations and Warranties
. The Borrowers hereby represent and
warrant to the Lender as follows:
(a) The Borrowers have all requisite
power and authority to execute this Amendment and any other agreements or instruments required
hereunder and to perform all of its obligations hereunder, and this
Amendment and all such other
agreements and instruments have been duly executed and delivered by
the Borrowers and constitute the legal, valid and binding
obligation of the Borrowers, enforceable in accordance with their
terms.
(b) The execution, delivery and
performance by the Borrowers of this Amendment and any other agreements or instruments required
hereunder have been duly authorized by all necessary corporate
action and do not (i)&
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