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Exhibit
10.1
SIXTH AMENDMENT TO SECOND
AMENDED AND RESTATED
CREDIT AND SECURITY
AGREEMENT
THIS SIXTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (the
“Sixth Amendment”), dated March 31, 2008, is
entered into by and between SRI/SURGICAL EXPRESS, INC., a Florida
corporation (“Borrower”), WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association
(“Wachovia”) and LASALLE BANK NATIONAL ASSOCIATION, a
national banking association (“LsSalle,” and together
with Wachovia, the “Banks”);
WITNESSETH:
WHEREAS , the Borrower
and the Banks have previously entered into the Second Amended and
Restated Credit and Security Agreement, dated as of June 21,
2005 as amended from time to time (collectively, the
“Agreement”);
WHEREAS , the Borrower
and Banks desire to extend the Revolving Loan Period under the
Agreement;
NOW, THEREFORE , in
consideration of the premises, mutual covenants contained herein
and other good and valuable consideration, the Borrower and the
Banks do hereby amend the Agreement as follows:
Section 1. Definition
of Revolving Loan Termination Date Amended . The definition of
Revolving Loan Termination Date in the Agreement is hereby amended
by inserting the following new definition in lieu
thereof:
“ Revolving Loan
Termination Date ” means September 21,
2008.
Section 2.
Section 8.9 of Agreement Inserted . The Agreement is
hereby amended by deleting Section 8.9 in its entirety and
inserting the following in lieu thereof:
8.9 Non-Extension of
Revolving Loan Termination Date . If the Banks notify Borrower
that the Banks will not extend the current Revolving Loan
Termination Date by no later than July 1, 2008, the Borrower
shall have until the first business day of September 1, 2008
to substitute the Letters of Credit. Failure to substitute the
Letters of Credit shall be an event of default under this
Agreement, and the Banks or Collateral Agent can declare a default
under the Indenture causing a mandatory tender or purchase of the
Tennessee Bonds and the California Bonds.
Section 3. Effect of
Modification and Amendment of Agreement . The Agreement shall
be deemed to be modified and amended in accordance with the
provisions of this Sixth Amendment to the Agreement and the
respective rights, duties and obligations of the Borrower and the
Banks under the Agreement shall remain to be determined, exercised
and enforced under the Agreement subject in all respects to such
modifications and amendments in writing,
and all the terms and conditions of this
Sixth Amendment to the Agreement shall be part of the terms and
conditions of the Agreement for any and all purposes. All the other
terms of the Agreement shall continue in full force and effect
subject to the amendments set forth herein.
Section 4.
Representations and Warranties . The Borrower represents and
warrants to the Banks as follows:
(a) Representations and
Warranties in Agreement . The representations and warranties of
the Borrower contained in the Agreement (i) were true
an
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