FIRST AMENDMENT AND WAIVER
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(Non-Guaranteed Line)
This First
Amendment and Waiver to Amended and Restated Loan and Security
Agreement is entered into as of May 2, 2007 (the
“Amendment”), by and between COMERICA BANK
(“Bank”), ALLIANCE CONSULTING GROUP ASSOCIATES, INC.
(“Consulting”) and ALLIANCE HOLDINGS, INC.,
(“Holdings”; Consulting and Holdings are referred to
herein individually as a “Borrower” and collectively,
the “Borrowers”).
Borrowers and Bank
are parties to that certain Amended and Restated Loan and Security
Agreement dated as of February 28 , 2007 (the
“Agreement”). The parties desire to amend the Agreement
in accordance with the terms of this Amendment.
NOW, THEREFORE,
the parties agree as follows:
1. The
following defined term is amended to read as follows:
“Revolving Line” means a credit
extension of up to Twelve Million Five Hundred Thousand Dollars
($12,500,000).
2. Section 6.8
of the Agreement is amended to read as follows:
6.8
Profitability . As of the last day of each month, Borrowers
on a consolidated basis shall maintain pre-tax profit as indicated
for the three months immediately preceding each date of
measurement:
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Period
Measured
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Pre-tax
Profit (Loss)
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($1,150,000)
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($850,000)
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($750,000)
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($500,000)
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($250,000)
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$1
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$1
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$1
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$250,000
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January 31, 2008 and thereafter
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To be
determined based on FY 08 forecast
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