FOURTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS FOURTH
AMENDMENT (the “Amendment”), dated as of October 24,
2008, is entered into by and among Langer, Inc., Silipos, Inc.,
Twincraft, Inc. (each a “Borrower” and collectively,
the “Borrowers”), and WACHOVIA BANK, NATIONAL
ASSOCIATION (the “Lender”).
RECITALS
The Borrowers
and the Lender are parties to a Loan and Security Agreement dated
May 11, 2007 (as amended from time to time, the “Loan
Agreement”). Capitalized terms used in these recitals have
the meanings given to them in the Loan Agreement unless otherwise
specified.
The Borrowers
have requested that certain amendments be made to the Loan
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 1.60 of the Loan Agreement shall be
deleted in its entirety and restated as follows:
“1.60 ‘Maximum Credit’ shall mean the
amount of $12,000,000.”
2. Section 1.78 of the Loan Agreement shall be
deleted in its entirety and restated as follows:
“1.78 ‘Revolving Loan Limit’ shall mean,
as to each Borrower, at any time, the amount equal to the
$12,000,000 minus the then outstanding principal amount of the
Revolving Loans, Term Loans and Letters of Credit provided to the
other Borrowers.”
3. Asset Sale . Notwithstanding anything to the contrary
contained in the Loan Agreement, Lender consents to the sale by
Langer, Inc. (“Langer”) to Langer Acquisition Corp.
(“Buyer”) of all of its right, title and interest in
and to the “Assets” (as defined in the Asset Purchase
Agreement between Langer and Buyer, a copy of which is attached
hereto as Exhibit A (the “Purchase Agreement”))
which shall include, but not be limited to the certain assets
identified on the attached Schedule 1 (the “Sale
Assets”). Upon the effective date of this Amendment, (a)
Lender consents to the transactions contemplated by the Purchase
Agreement and waives any breach of or conflicts with the Loan
Agreement resulting solely from the consummation of the transaction
set forth in the Purchase Agreement, (b) Lender hereby releases and
discharges any and all security interests, liens, and encumbrances
upon the Sale Assets that have been granted to or are held by the
Lender pursuant to: (i) the Loan Agreement; and (ii) that certain
Patent and Trademark Security Agreement, dated as of May 11, 2007,
by and between Langer and Lender, as amended from time to time; (c)
Lender agrees that the Sale Assets shall be transferred to Buyer
free and clear of liens, claims, or encumbrances of Lender, and (d)
Langer, Buyer and each of its designees shall be entitled to file a
release with the United States Patent and Trademark Office with
respect to any security interests, liens, and encumbrances the
Lender may have with the Trademarks identified on the attached
Schedule I
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