THIRD AGREEMENT OF AMENDMENT

EXHIBIT 10.1

 

THIRD AGREEMENT OF AMENDMENT

	TO
REVOLVING LOAN AND SECURITY AGREEMENT

AND OTHER DOCUMENTS

 

 

This Third Agreement of Amendment to Revolving Loan and Security Agreement ("Third Amendment") is effective June 22, 2009 by and among SOVEREIGN BANK, a federal savings bank, having an address of 101 Wood Avenue South, Iselin NJ 08830 ( "Lender" ), MEDIA SCIENCES INTERNATIONAL, INC., a Delaware corporation, MEDIA SCIENCES, INC., a New Jersey corporation, and CADAPULT GRAPHIC SYSTEMS, INC ., a New Jersey corporation, having their chief executive office at 8 Allerman Road, Oakland NJ 07436 (either separately, jointly, or jointly and severally, "Borrower ").

 

RECITALS

 

A.      Borrower has executed and delivered a certain (i) Secured Revolving Loan Note dated February 12, 2008, in the original maximum principal sum of Eight Million Dollars ($8,000,000.00), and a certain (ii) Term Loan Note in the original maximum principal sum of One Million Five Hundred Thousand Dollars ($1,500,000.00) payable to the order of Lender (collectively, "Note")

 

B.      In connection with the execution and delivery of the Note and to secure payment and performance of the Note and other obligations of Borrower to Lender, the Lender and Borrower have executed, among other things, a Revolving Loan and Security Agreement dated February 12, 2008, as amended ("Loan Agreement").

 

C.     In addition to the foregoing documents, Media Sciences International, Inc. and Media Sciences, Inc. (jointly and severally, "Pledgor") have executed certain Pledge and Control Agreements dated February 12, 2008 ("Pledge Agreement"). For purposes of convenience, the Borrower and Pledgor are jointly and severally referred to as "Obligors."

 

D.      In addition to the foregoing documents, the Obligors and Lender have executed or delivered other collateral agreements, certificates and instruments perfecting or otherwise relating to the security interests created. For purposes of convenience, the Note, Loan Agreement, Pledge Agreement and related collateral agreements, certificates and instruments are collectively referred to as the "Loan Documents.”

 

E.	Borrower has requested a modification of the Loan Documents.

 

F.      Lender and Obligors wish to clarify their rights and duties to one another as set forth in the Loan Documents.

 

 

 

 

NOW, THEREFORE, in consideration of the promises, covenants and understandings set forth in this Third Amendment and the benefits to be received from the performance of such promises, covenants and understandings, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

AGREEMENTS

 

1.        Lender and Obligors reaffirm, consent and agree to all of the terms and conditions of the Loan Documents as binding, effective and enforceable according to their stated terms, except to the extent that such Loan Documents are hereby expressly modified by this Third Amendment.

 

2.       In the case of any ambiguity or inconsistency between the Loan Documents and this Third Amendment, the language and interpretation of this Third Amendment is to be deemed binding and paramount.

 

3.	As to the Secured Revolving Loan Note:

 

The first paragraph is hereby amended to read as follows:

 

Upon the earlier of (a) three (3) years from the date hereof, or (b) in accordance with a certain Revolving Loan and Security Agreement of even date herewith, or as it may be subsequently amended, signed by the undersigned as "Borrower" ("Loan Agreement") FOR VALUE RECEIVED , the undersigned "Borrower" jointly and severally promises to pay to the order of SOVEREIGN BANK (the "Lender"), at 101 Wood Avenue South, 6 ^th Floor, Iselin, New Jersey 08830, the principal sum of Four Million Nine Hundred Thousand ($4,900,000.00) Dollars or the amount actually outstanding and unpaid pursuant to the Loan Agreement.

 

The top left corner of page one is similarly amended to reflect the principal sum of $4,900,000.00.

 

 

4.	As to the Loan Agreement:

 

A. Section 1.1(b) is hereby amended to read as follows:

 

1.1(b) The term "Advance Limit" means the loans or advances which Lender may make to the Borrower pursuant to this Agreement which are not in the aggregate at any time outstanding to exceed the lesser of Four Million Nine Hundred Thousand ($4,900,000.00) Dollars or the sum of (A), (B) and (C) below:

 

(A) Up to eighty (80%) percent of the face amount of the Borrower's "Qualified Accounts" as that term is defined in this Agreement; plus

 

-2-

 

 

 

 

(B) up to the lesser of (i) $750,000.00 or (ii) seventy-five (75%) percent of the Borrower's "Qualified Foreign Accounts" as that term is defined in this Agreement; plus

 

(C) up to the lesser of (i) $2,500,000.00, or (ii) fifty (50%) percent of the "Net Value of Qualified Inventory" as that term is defined in this Agreement, with a sub-limit not to exceed the lesser of $1,000,000.00 or the sum of (x) the full unpaid and outstanding balance of any standby letters of credit or bankers acceptances which Lender in its sole and absolute discretion may issue on account of the Borrower plus (y) fifty (50%) percent of the unpaid and outstanding balance of any documentary letters of credit issued on account of the Borrower for the purchase of Inventory in the ordinary course of business which Lender in its sole and absolute discretion may issue on account of the Borrower, with a further sub-limit not to exceed $250,000.00 of the “Net Value of Qualified In-Transit Inventory” as that term is defined in this Agreement, or (iii) sixty (60%) percent of the maximum amount available to be loaned or advanced pursuant to Section 1.1(b); less

 

(D) any reserves established by Lender pursuant to Section 1.1(f) hereof.

 

B. Section 1.1(c)(D) is hereby amended to read as follows:

 

(D) Excluding those Accounts defined in Section 1.1(h), Accounts with respect to which the account debtor is not domiciled in the United States of America or Canada unless such Account is (1) fully guaranteed and secured by an irrevocable letter of credit in form and substance satisfactory to Lender and drawn on a United States bank acceptable to Lender, or (2) is fully covered by foreign credit insurance pursuant to a policy naming Lender as loss payee satisfactory in form and substance to Lender and issued by an insurer acceptable to Lender, and (3) payable in United States of America dollars.

 

 

C.	The following is added as Section 1.1(h):

 

1.1(h) The term "Qualified Foreign Accounts" means the "Accounts" (as that term is defined on Exhibit A annexed hereto) payable by account debtors not domiciled in the United States of America or Canada in United Kingdom pounds sterling or European Union euros as to which the Borrower has furnished to Lender adequate written information at such times and in such form as has been or, from time to time, may be requested by Lender, which, taken selectively or as a whole, meet all of the herein criteria until collected, are not unpaid for more than ninety (90) days from the original date of invoice, which are in all other respects acceptable to Lender in its reasonable discretion, and specifically exclude the following:

 

-3-

 

 

 

 

(A) Accounts denominated in any currency other than United Kingdom pounds sterling or European Union euros;

 

(B) Accounts owed by account debtors located in countries that are ineligible under a foreign receivables eligibility list established by Lender, as may be revised from time to time; provided that such list (and any revision thereto) have been provided by Lender following a request therefor from the Borrower;

 

(C) Accounts which would be otherwise excluded by Lender from "Qualified Accounts" pursuant to Section 1.1(c) of this Agreement; except with respect to subsection (D) thereof, Accounts from such an account debtor will not be excluded if such Account satisfies the provisions of subsections (D)(1) or (D)(2) thereof;

 

(D) Accounts with respect to which the account debtor is a governmental entity; and

 

(E) Accounts of an account debtor whose credit-worthiness is not satisfactory to Lender in its reasonable credit judgment based on information available to Lender.

 

D.	Section 1.5 is hereby amended to read as follows:

 

Section 1.5 Determination of Revolving Loan Balance

 

1.5(a) Borrower is to establish (i) its main domestic operating accounts with Lender and (ii) a system of lockbox or controlled bank accounts with respect to the collection of Accounts and the deposit of proceeds of Collateral acceptable to Lender in all respects. Such operating accounts, lockbox or controlled bank accounts are to be established with Lender (for the collection of domestic Accounts and proceeds) and (in the case of the United Kingdom) with Alliance & Leicester Commercial Bank plc ("Alliance & Leicester") for the collection of foreign Accounts and proceeds (such operating accounts being more particularly described on Schedule 2). Such accounts are to be made subject to a deposit account control agreement(s) or are otherwise to be established to afford Lender "control" thereof within the meaning of the Uniform Commercial Code and are to be in form and substance satisfactory to Lender. Notwithstanding, until any event of Default or until such time as the amount of additional advances which the Borrower may borrow under the Revolving Loan is less than $500,000.00 for any month, the Borrower is to deposit all proceeds of Collateral, including but not limited to any checks, cash, credit card sales and receipts, notes or other instruments or property received by the Borrower for deposit only into such operating accounts and may operate and withdraw from such accounts (including the right to transfer funds from the Alliance & Leicester operating accounts to

 

-4-

 

 

 

 

those accounts maintained at HSBC Bank identified on Schedule 2). During a Default Period (in addition to such other remedies provided by this Agreement) or if the amount of additional advances which Borrower may borrow under the Revolving Loan is less than $500,000.00 for any month, Lender has the right in its sole and absolute discretion to require that the Borrower immediately (and not less frequently than daily) (x) deliver, at its sole expense, to Lender or Alliance & Leicester, as agent for Lender and subject to the terms of this Agreement, all proceeds of the Collateral (as that term is defined in this Agreement), including but not limited to any checks, cash, credit card sales and receipts, notes or other instruments or property received by the Borrower and/or (y) deposit such proceeds, checks, cash, credit card sales and receipts, notes or other instruments or property into such lockbox or other controlled account(s) designated by Lender; in such event, Borrower is to (i) indicate on all of its invoices that funds should be delivered to and deposited into such accounts; (ii) direct all of its account debtors to deposit any and all proceeds of Collateral into such lockbox or other controlled accounts; (iii) irrevocably authorize and direct any banks which maintain or hold the Borrower’s cash, checks and other items to promptly wire transfer all available funds to such accounts; and (iv) advise all other banks of Lender’s security interest in such funds. In the event that any such event of Default has either been cured or waived as determined by Lender, and if the amount which the Borrower may borrow under the Revolving Loan is equal to or greater than $500,000.00 in two successive months thereafter, Borrower need no longer make or direct such deposits into the lockbox or other controlled accounts and may proceed in accordance with the fourth sentence of this subsection.

 

1.5(b) The balance of the Revolving Loan and availability of the Borrower to borrow under the Revolving Loan will be determined as follows:

 

(A) Checks received by Lender on or before 12:00 Noon of any banking day are to be deemed received by Lender on such banking day;

(B) Checks received by Lender after 12:00 Noon of any banking day are to be deemed received by Lender on the following banking day;

(C) Any other form of proceeds received by Lender is to be deemed received by Lender when the Lender has received notification of collection (if notice of collection is received on or before 12:00 Noon of any such banking day, such proceeds are to be deemed to have been received by the Lender on such banking day; if notice of collection is received after 12:00 Noon of any such banking day, such proceeds are to be deemed

 

-5-

 

 

 

 

to have been received by the Lender on the following banking day);

(D) Any credit(s) to the account of the Borrower are conditioned upon final payment to Lender at its office in cash or solvent credits;

(E) Any item(s) not collected or not paid are to be charged as a debit against the Revolving Loan or any account of the Borrower maintained with Lender.

 

1.5(c) Interest will continue to accrue on the amount of any checks or other proceeds (other than wire transactions or cash deposits) received by Lender for a period of two (2) banking days after receipt (as defined in this Section); but such checks or other proceeds are to be applied in calculating the amount available to be borrowed under the Revolving Loan (i) on and as of the day so received by Lender for domestic checks or proceeds and (ii) on and as of the day so received in U.S. dollars by Lender for foreign checks or proceeds.

 

E. Section 1.7 is hereby amended to read as follows:

 

Section 1.7 Method of Advances

 

Advances under the Revolving Loan may be made through written requests from the Borrower from an individual purporting to be an authorized representative of the Borrower and other written notification means acceptable to Lender, not later than 1:00 P.M. on the banking day on which the advance is requested, by deposit of the amount requested pursuant to this Agreement in such deposit account(s) established at Lender that are designated by Borrower and as required by Section 1.5(a) of this Agreement. All such requests, means of notification and writings are to be deemed conclusively binding upon the Borrower. In the event Lender honors a check of the Borrower resulting in the Borrower's checking account being deemed overdrawn, Lender is to be deemed to have made an advance to the Borrower in the amount overdrawn on the Lender's banking day immediately preceding the day on which the Borrower's check is tendered to Lender for collection (even if that amount is in excess of the Advance Limit). Notwithstanding, Lender has no obligation to honor any overdraft of the Borrower.

 

F. Section 1.9(l) is hereby amended to read as follows:

 

Lender and Borrower have entered into account agreements with respect to deposit accounts established with Lender, in addition to Deposit Account Control Agreement(s) and Charge on Cash Deposits

 

-6-

 

 

 

 

with respect to each depository account maintained with Alliance & Leicester.

 

G. The following is added as a new subsection (iv) to Section 5.1(a) :

 

(iv) Media Sciences Hong Kong Co., Ltd., a subsidiary of Media Sciences Trading Ltd., and an organization in good standing under the laws of China.

 

H. Section 5.16(b) is hereby amended to read as follows:

 

5.16(b) Schedule 2 annexed hereto sets forth a complete and accurate list of all offices and locations at which the Borrower conducts any of its business or operations, the locations of all Collateral and records relating to Collateral, the Borrower's chief executive office, if any, and the location(s) of Deposit Accounts.

 

I.	Section 6.7(d) is hereby amended to read as follows:

 

6.7(d)(i) On or before the fifteenth (15 ^th ) day of each month in such form as may be required by Lender from time to time, a certificate or borrowing base and such other reporting as Lender may require (in such form reasonably required by Lender) of the Borrower certifying Borrower’s calculations of the amount it may borrow under the Revolving Loan and either describing each Qualified Account and Qualified Foreign Account, or, if Lender so elects, certifying the face amount of all Qualified Accounts and Qualified Foreign Accounts, in the aggregate, and a certified statement of Inventory position of the Borrower showing Inventory on hand, Inventory represented or covered by warehouse receipts or bills of lading, Qualified Inventory on hand, Inventory in possession of bailees and Qualified In-Transit Inventory, together with the names and addresses of all bailees.

 

6.7(d)(ii) On a weekly basis (or more frequently as Lender may require during a Default Period or if the amount which Borrower may borrow under the Revolving Loan is less than $500,000.00 in any month) in such form as may be required by Lender from time to time, a certificate or borrowing base and such other reporting as Lender may require (in such form reasonably required by Lender) of the Borrower certifying Borrower’s calculations of the amount it may borrow under the Revolving Loan and either describing each Qualified Account and Qualified Foreign Account, or, if Lender so elects, certifying the face amount of all Qualified Accounts and all Qualified Foreign Accounts, in the aggregate, and a certified statement of Inventory position of the Borrower showing Inventory on hand, Inventory represented or covered by warehouse receipts or bills of lading, Qualified Inventory on hand, Inventory in possession of bailees and Qualified In-Transit

 

-7-

 

 

 

 

Inventory, together with the names and addresses of all bailees. In the event that any such event of Default has either been cured or waived as determined by Lender, and if the amount which the Borrower may borrow under the Revolving Loan is equal to or greater than $500,000.00 in two successive months thereafter, Borrower need no longer make such more frequent reporting and may proceed in accordance with reporting on a weekly basis.

 

J. Section 7.16 is hereby amended to read as follows:

 

Section 7.16 Fixed Charge Coverage Ratio

 

The Borrower is not to cause or permit its Fixed Charge coverage ratio, tested quarterly, on a rolling three month basis for the quarter ended September 30, 2008, on a rolling six, nine and twelve month basis for each quarter ending thereafter, and thereupon based on a trailing twelve month basis, to be less than 1.05:1. Fixed Charge is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") less the sum of: cash taxes; cash capital expenditures; any cash dividends, distributions or loans, and other cash payments not captured on the current profit and loss statement, divided by principal payments on term debt (or capital leases), and cash interest. For all of the foregoing determinations, any equity contribution made to the Borrower will be applied to offset cash capital expenditures. For the foregoing determinations made during fiscal periods 2009 and 2010 only, which will be determined on a rolling twelve month basis, cash received by Borrower from convertible debt offerings and associated warrants will be applied to offset cash capital expenditures together with the payments made to PNC Equipment Finance LLC/PNC Leasing pursuant to paragraph 5 of the Third Amendment.

 

K. Section 8.1 is hereby amended to read as follows:

 

Section 8.1 Charges Against Credit Balances

 

Borrower hereby grants to Lender (i) a lien, security interest and a right of setoff as security for all liabilities and obligations to Lender, including, but not limited to, the Debt, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Lender or any entity under the control of Lender and (ii) a lien and security interest in all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Alliance & Leicester, or in transit to any of them. At any time during a Default Period, without demand or notice, Lender may set off or apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Revolving Loan. Any and all rights to require Lender to

 

-8-

 

 

 

 

exercise its rights or remedies with respect to any other Collateral which secures the Debt, prior to exercising its right of setoff or enforcement of its security interest with respect to such deposits, credits or other property of Borrower are hereby knowingly, voluntarily and irrevocably waived. Lender is not required to marshal any present or future security for, or guarantees of, the obligations or to resort to any such security or guarantee in any particular order and Borrower waives, to the fullest extent that it lawfully can, (a) any right it might have to require Lender to pursue any particular remedy before proceeding against it and (b) any right to the benefit of, or to direct the application of the proceeds of any Collateral until the Debt is paid in full.

 

L. Section 10.1 is hereby amended to read as follows:

 

Section 10.1 Rights of Lender

 

During a Default Period Lender has the right, without notice:

 

10.1(a) Collection - To institute legal or deficiency proceedings or otherwise enforce its rights to collect the Debt against the Borrower, all of which becomes immediately payable. If a judgment is entered in favor of Lender, the lien of the judgment relates back to the earliest date of perfection of the Lender's security interests hereunder.

 

10.1(b) Set Off - To charge, setoff or withdraw from any credit balance which the Borrower may then have with Lender, Alliance & Leicester, Participant, or with any Affiliate thereof, such amounts as may be necessary to satisfy the Debt.

 

10.1(c) Existing Commitments - To terminate and cancel any existing commitment to the Borrower for a line of credit, loan, or balance of the Revolving Loan or any other Debt.

 

10.1(d) Assembly of Collateral - With or without judicial process, (i) to seize the Collateral or to require the Borrower to assemble the Collateral or (ii) to render the Collateral unusable without need for Lender to post a bond or security or (iii) to make the Collateral available at a Lender designated place for sale, lease, license or other disposition by Lender (and if such disposition is to Lender, at a public execution unless the Collateral is that customarily sold on a recognized market or the subject of widely distributed standard price quotations) to satisfy the Debt without any right of Borrower to adjourn such disposition. Any such sale, lease, license or other disposition may be made of the Collateral in its present condition or following any commercially reasonable preparation or processing at the expense of Borrower.

 

 

-9-

 

 

 

 

10.1(e) Disposition License - To exercise a royalty-free, non-exclusive license in the General Intangibles, including tradenames, trademarks, copyrights, patents, licenses, and any other proprietary and intellectual property rights and any and all right, title and interest in any of the foregoing, for the sole purpose of the right to: (i) advertise and sell, lease, license or transfer any Collateral bearing any of the General Intangibles, and (ii) make, assemble, prepare for sale or complete, or cause others to do so, any applicable raw materials or Inventory bearing any of the General Intangibles, including use of any other Collateral or real property on which such Collateral may be located for the purpose of completing the manufacture of unfinished goods, raw materials or work-in-process comprising Inventory.

 

10.1(f) Tax Notification - To sign the name of Borrower upon any local, state or federal agency information release form including, but not limited to, Tax Information Authorization Form 8821 of the Internal Revenue Service.

 

10.1(g) Cumulative Rights - To exercise all rights and remedies set forth in this Agreement or otherwise provided by law or other agreement, (whether or not referred to in this Agreement), including, but not limited to, the Deposit Account Control Agreement and Charge on Cash Deposits executed contemporaneously with the Third Agreement of Amendment with respect to deposit accounts at Alliance & Leicester on a cumulative or simultaneous basis and in any order selected by Lender; or

 

10.1(h) Rights of Transferee - A transferee who purchases, leases, licenses or otherwise receives the benefits of a disposition of Collateral after Default takes free of all Borrower's rights and the rights of any subordinate security interest or lien. A transferee is entitled to the recording of a transfer statement to document public notice of such disposition.

 

M. Section 10.4 is hereby amended to read as follows:

 

Section 10.4 Notice of Disposition of Collateral

 

If the Collateral is cash or deposits, perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Lender need not give notice of any intended disposition of the Collateral. In all other cases, Lender is to give authenticated reasonable notice to Borrower and any other party entitled thereto under applicable law of the time and place of a public sale, lease, license or other disposition of the Collateral. Authenticated notice is presumed to be reasonable (a) if sent ten (10) days prior to such disposition unless a shorter period is warranted under the circumstances, (b) if sent to the chief executive office and, if none, to the address of the Borrower set

 

-10-

 

 

 

 

forth on Schedule 2 annexed hereto in accordance with Section 11.5 hereof and (c) if it contains a statement of the Collateral and its intended disposition, the time and place of disposition and a statement that the Borrower is entitled to an accounting of such disposition. Lender may disclaim any warranties that may apply to any sale, lease, license or other disposition of the Collateral.

 

N.	Schedule 2 is hereby amended as per the attached Schedule 2.

 

 

5.	As to the Second Agreement of Amendment to Revolving Loan and Security Agreement:

 

Paragraph 5 is hereby amended to read as follows:

 

5. Borrower executed a post closing letter dated February 12, 2008 in which Borrower agreed to obtain the termination of New Jersey UCC financing statement (a) #23840331 filed September 29, 2006 in favor of PNC Equipment Finance, LLC and (b) #23350373 filed December 23, 2005 in favor of PNC Leasing, LLC each as to Media Sciences, Inc. on or before May 14, 2008, as extended to June 30, 2008. Borrower’s failure to comply is an event of Default under the Loan Agreement. Lender hereby agrees to grant a waiver thereof and to accept performance in lieu thereof pursuant to this paragraph 5. Accordingly, the Borrower is to pay the obligations secured by such financing statements to PNC Equipment Finance, LLC and PNC Leasing, LLC (jointly and severally “PNC”), as follows:

 

(i)       Payments of principal are to be made in the amount of $39,668.33 per month, together with interest, payable on the first of each month (April 1, 2009 – September 1, 2009 – six payments);

 

(ii)	The remaining balance is to be paid in full on September 1, 2009;

 

(iii)    The remaining balance will bear interest during the term at Prime plus 2.5%.

 

(iv)    Upon final payment of the obligation, PNC will promptly deliver a bill of sale for the equipment.

 

Upon payment, Obligors hereby represent that PNC has agreed to discharge and terminate such financing statements and provide evidence thereof promptly thereafter. Obligors are to provide evidence of such discharge and termination to Lender on or before October 31, 2009. The waiver by Lender in this paragraph 5 does not constitute (i) a modification or an alteration of any of the terms, conditions or covenants of the Loan Agreement or any other Loan Documents, all of which remain in full force and effect, or (ii) a waiver, release or limitation upon Lender’s exercise of any of its rights and remedies thereunder, all of which are hereby expressly reserved, or (iii) a waiver of compliance with the post closing letter for any other period or purpose. This waiver does not relieve or release the Obligors in any way from any of their other respective duties, obligations, covenants or agreements under the Loan Agreement or any other Loan Documents or from the consequences of any event(s) of Default thereunder,

 

-11-

 

 

 

 

except as expressly described above. This waiver does not obligate Lender, or be construed to require Lender, to waive any other event(s) of Default or defaults, whether now existing or which may occur after the date of this Third Amendment.

 

6.     Except as amended in paragraph 5 of this Third Amendment, Obligors represent and warrant that there are no defaults or events of Default pursuant to or defined in any of the Loan Documents, and that all warranties and covenants which have been made or performed by Obligors in connection with the Loan Documents were true and complete when made or performed.

 

7.       The Loan Documents are hereby amended to provide that a default, breach or failure on the part of Obligors to perform any covenant or condition hereunder or an event of default otherwise defined in either this Third Amendment or any document executed in connection with this Third Amendment is to be deemed an event of Default for purposes of the Loan Documents.

 

8.       All representations, warranties and covenants made by Obligors to Lender in the Loan Documents are hereby repeated as though first made expressly in this Third Amendment.

 

9.        Except as otherwise provided herein, the Loan Documents continue in full force and effect, in accordance with thei