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EXHIBIT 10.31
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND
SECURITY AGREEMENT
THIS
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND
SECURITY AGREEMENT (this “Agreement”) is made as
of the 28
th day
of March, 2008, by and among ARGAN,
INC .,
a corporation organized and in good standing under the laws of the
State of Delaware, SOUTHERN
MARYLAND CABLE, INC .,
a corporation organized and in good standing under the laws of the
State of Delaware, VITARICH LABORATORIES, INC., a corporation
organized and in good standing under the laws of the State of
Delaware, GEMMA POWER, INC., a corporation organized and in good
standing under the laws of the State of Connecticut, GEMMA POWER
SYSTEMS CALIFORNIA, INC., a corporation organized and in good
standing under the laws of the State of California, GEMMA POWER
SYSTEMS, LLC, a limited liability company organized and in good
standing under the laws of the state of Connecticut, and GEMMA
POWER HARTFORD, LLC, a limited liability company organized and in
good standing under the laws of the State of Connecticut, jointly
and severally (each a “Borrower”; and collectively, the
“Borrowers”) and BANK OF AMERICA, N.A., a national
banking association, its successors and assigns (the
“Lender”).
RECITALS
A.
Borrowers and Lender are parties to a Second Amended and Restated
Financing and Security Agreement dated as of December 11, 2006 (the
same, as amended, modified, substituted, extended, and renewed from
time to time, the “Financing Agreement”).
B.
The Financing Agreement provides for some of the agreements between
the Borrowers and the Lender with respect to the
Loans.
C.
Borrowers have requested that the Lender amend the Financing
Agreement and the Lender has agreed to do so, on the condition,
among others, that this Agreement be executed.
AGREEMENTS
NOW,
THEREFORE, in consideration of the premises and for other good
and valuable consideration, receipt of which is hereby
acknowledged, the Borrowers and the Lender agree as
follows:
1.
Recitals .
Borrowers and Lender agree that the Recitals above are a part of
this Agreement. Unless otherwise expressly defined in this
Agreement, terms defined in the Financing Agreement shall have the
same meaning under this Agreement.
2.
Revised Defined Terms .
The following definition in Section 1.1 of the Financing Agreement
is amended and restated in its entirety as follows:
“
Revolving Credit Expiration Date ”
means May 31, 2010.
3.
Renewal Fee .
In consideration of the Lender’s agreement to extend the
Revolving Credit Facility and enter into this Agreement, the
Borrowers agree to pay to the Lender at the time of the execution
and delivery of this Agreement, a loan fee in the amount of Fifteen
Thousand Dollars ($15,000). This fee is considered earned when paid
and is not refundable.
4.
Counterparts .
This Agreement may be executed in any number of duplicate originals
or counterparts, eac
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