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Fifth Amendment To Loan Agreement Dated 8-15-2003

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EX-10.24 Fifth Amendment to Loan Agreement by and between the Company and CommerceBank, N.A. dated as of August 15, 2003.


FIFTH AMENDMENT
TO LOAN AGREEMENT


THIS FIFTH AMENDMENT to LOAN AGREEMENT is entered into as of the 15th day of August, 2003, by and between AESP, INC. (formerly known as Advanced Electronic Support Products, Inc.), a Florida corporation (the "Borrower") and COMMERCEBANK, N.A. (the "Bank").


RECITALS:


A. Borrower and Bank entered into that certain loan agreement (the "Loan
Agreement") dated September 23, 1999 under the terms of which Bank
agreed to lend Borrower $3,500,000.


B. Borrower and Bank executed and delivered that certain First Amendment
to Loan Agreement (the First Amendment") dated September 2, 2000
between them. In connection with the First Amendment, Borrower executed
and delivered to Bank that certain Renewal Promissory Note dated
September 2, 2000 (the "Renewal Note") in the original principal amount
of $3,500,000.


C. Borrower and Bank executed and delivered that certain Second Amendment
to Loan Agreement (the Second Amendment") dated March 16, 2001 between
them. In connection with the Second Amendment, Borrower executed and
delivered to Bank that certain Renewal Promissory Note dated March 16,
2001 (the "Second Renewal Note") in the original principal amount of
$4,000,000.


D. Borrower and Bank executed and delivered that certain Third Amendment
to Loan Agreement (the Third Amendment") dated September 21, 2001
between them. In connection with the Third Amendment, Borrower executed
and delivered to Bank that certain Renewal Promissory Note dated
September 21, 2001 (the "Third Renewal Note") in the original principal
amount of $4,000,000.


E. Borrower and Bank executed and delivered that certain Extension Letter
Agreement (the "Letter Agreement") dated September 18, 2002 between
them, which, among other things, extended the term of the Line of
Credit until January 23, 2003 and reduced the Maximum Line of Credit
Amount to $1,900,000.


F. Borrower and Bank executed and delivered that certain Fourth Amendment
to Loan Agreement (the Fourth Amendment") dated January 17, 2003
between them. In connection with the Fourth Amendment, Borrower
executed and delivered to Bank that certain Renewal Promissory Note
dated January 17, 2003 (the "Fourth Renewal Note") in the original
principal amount of $1,900,000.


F. Borrower and Bank desire to amend certain terms of the Loan Agreement,
as amended, pursuant to the terms hereof to among other things extend
the term of the Line of Credit.


NOW, THEREFORE, in consideration of the agreements set forth herein and other good and valuable consideration, the parties hereto hereby agree as follows:


SECTION 1. DEFINITIONS. All capitalized terms used herein shall have the same meanings as used in Section 1 of the Loan Agreement, unless otherwise defined in this Fifth Amendment.


SECTION 2. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended in the following respects:


(a) PERMANENT REDUCTION AND TERMINATION OF LINE OF CREDIT. The existing section 2.9 of the Loan Agreement shall be deleted and replaced by the following:


"2.9 Permanent Reduction and Termination of Line of
Credit. (a) Borrower shall be make a principal payment on or
before September 30, 2003 of not less than One Million Dollars
($1,000,000). If Borrower obtains a new lending arrangement to
enable it to make such principal payment, all of the available
credit under such financing arrangement shall be utilized to
make such principal payment. Such prepayment shall permanently
reduce the Maximum Line of Credit Amount by the amount of such
prepayment. In the event that the Borrower makes the minimum
prepayment described above, but fails to pay the Line of
Credit in full by September 30, 2003, Borrower shall pay to
Lender an extension fee of Ten Thousand Dollars ($10,000) by
September 30, 2003. Bank agrees to consider in good faith any
request from Borrower for the Bank to release it's lien on
Receivables; provided that (1) Borrower provides Bank with
copies of all documentation associated with such financing in
advance to facilitate Bank's credit evaluation of such
transaction and the final documentation for such transaction
shall be satisfactory to Bank, (2) the Receivables being
released are being pledged to a lender who is providing
financing to enable Borrower to make the payments required by
this Section 2.9, (3) Bank 's internal credit committee is
satisfied in its sole and absolute discretion with the terms
of such new transaction and it' s impact on the Borrower's
credit position with the Bank, and (4) Borrower agrees to
execute and deliver to Bank any amendments, documents or
certificates deemed necessary by Bank as a result of such
transaction.


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