FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT,
PROMISSORY NOTE AND OTHER LOAN DOCUMENTS
THIS AGREEMENT dated this 21st day of September 2004 between AFP
IMAGING CORPORATION ("AFP"), a corporation organized and existing pursuant to
the laws of the State of New York, VISIPLEX INSTRUMENTS CORPORATION
("VISIPLEX"), a corporation organized and existing pursuant to the laws of the
State of New York, DENT-X INTERNATIONAL INC. ("DENT-X"), a corporation organized
and existing pursuant to the laws of the State of New York, JOINTLY AND
SEVERALLY, with principal executive office and place of business located at ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter, collectively referred to
as, "Borrower") and KELTIC FINANCIAL PARTNERS, LP, a Delaware limited
partnership, with a place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇,
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Lender").
W I T N E S S E T H:
WHEREAS:
A. Borrower together with LOGETRONICS CORPORATION ("LOGETRONICS") and REGAM
MEDICAL SYSTEMS INTERNATIONAL AB ("REGAM") entered into a loan and security
agreement with Lender dated September 21, 2001 and pursuant to such loan and
security agreement, Borrower executed and delivered to Lender its promissory
note in the original principal amount of THREE MILLION FIVE HUNDRED THOUSAND AND
00/100 (3,500,000.00) DOLLARS dated September 21, 2001 (the Revolving Note);
B. Borrower subsequently requested that Lender waive certain failures by
Borrower to comply with the terms and conditions of the aforementioned loan and
security agreement which constituted Events of Default under such loan and
security agreement;
C. Lender agreed to forebear enforcing its rights under the loan and
security agreement as a result of such Events of Default in accordance with the
terms and conditions of a first amendment to loan and security agreement dated
as of March 4, 2002; a second amendment to loan and security agreement dated as
of June 24, 2002; a third amendment to loan and security agreement dated
December 19, 2002 and a fourth amendment to loan and security agreement dated as
of May 13, 2003 (the loan and security agreement dated September 21, 2001 as
amended by the first amendment to loan and security agreement dated as of March
4, 2002, the second amendment to loan and security agreement dated as of June
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24, 2002, the third amendment to loan and security agreement dated as of
December 19, 2002 and the fourth amendment to loan and security agreement dated
as of May 13, 2003 are hereinafter collectively referred to as, the "Loan
Agreement");
D. Borrower has advised Lender that LOGETRONICS and REGAM were dissolved in
September 2003. Borrower, therefore, has requested that Lender release
LOGETRONICS and REGAM from all Obligations to Lender under the Loan Agreement
and the other loan documents, reduce the amount of funds available under the
Revolving Loan and the Revolving Note from THREE MILLION FIVE HUNDRED THOUSAND
AND 00/100 (3,500,000.00) DOLLARS to TWO MILLION FIVE HUNDRED THOUSAND AND
00/100 (2,500,000.00) DOLLARS, modify the interest rate payable on the Revolving
Loan and the Revolving Note, amend the Borrowing Capacity and make certain other
changes and modification to the terms and conditions of the Loan Agreement; and
E. Lender has agreed release LOGETRONICS and REGAM from all Obligations to
Lender under the Loan Agreement, to reduce the amount of funds available under
the Revolving Loan and the Revolving Note from THREE MILLION FIVE HUNDRED
THOUSAND AND 00/100 (3,500,000.00) DOLLARS to TWO MILLION FIVE HUNDRED THOUSAND
AND 00/100 (2,500,000.00) DOLLARS, modify the interest rate payable on the
Revolving Loan and the Revolving Note, amend the Borrowing Capacity and make
certain other changes and modification to the terms and conditions of the Loan
Agreement strictly in accordance with the terms and conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereto agree as follows:
1. Section 1.7 of the Loan Agreement is amended to read in its entirety as
follows:
"1.7 "Borrower" or Borrowers" shall mean, jointly and
severally, AFP Imaging Corporation, Visiplex Instruments Corporation and Dent-X
International, Inc."
2. Subsection 1.17(e) of the Loan Agreement is amended to read in its
entirety as follows:
"(e) the sale is to an Account Debtor outside the United
States or Canada, unless the sale is on letter of credit, acceptance or other
terms acceptable to Lender; provided, that (i) Receivables owing from any of
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Agfa Gevaert AG, Siemens AG or Philips Medical Systems ▇▇▇ BV shall be deemed
eligible to serve as Collateral for Advances totaling up to $175,000.00 in the
aggregate; and (ii) Receivables where the Account Debtor is outside the United
States or Canada in an aggregate amount of $200,000.00, so long as (a) the
Account Debtor's payment history is satisfactory to Lender in its sole good
faith judgment and (b) Lender has the ability to verify such Receivables in a
manner acceptable to Lender in its sole discretion; or"
3. Section 1.31 of the Loan Agreement is amended to read in its entirety as
follows:
"1.31"Letter of Credit Issuer" means Israel Discount Bank of New York,
as the issuer of Letters of Credit issued by it for the account of Lender on
behalf of Borrower subject to Section 2.2 of this Agreement."
4. Section 1.39 of the Loan Agreement is amended to read in its entirety as
follows:
"1.39 "Maximum Facility" shall mean Two Million Five Hundred
Thousand and 00/100 Dollars ($2,500,000.00)."
5. Section 1.56 of the Loan Agreement is amended to read in its entirety as
follows:
"1.56 "Termination Date" shall mean the earlier of the date
which is September 21, 2007, or the date which Lender terminates this Agreement
pursuant to Section 19.1 hereof."
6. Section 2.1 of the Loan Agreement is amended to read in its entirety as
follows:
"2.1 Revolving Advances. Subject to the terms and conditions
of this Agreement and relying upon the representations and warranties set forth
in this Agreement, for so long as no Default or Event of Default exists, Lender
shall lend to Borrower on its request, a sum ("Borrowing Capacity") equal to the
lesser of:
(a) Two Million Five Hundred Thousand and 00/100 (2,500,000.00) Dollars, or
(b) the sum of (i) up to eighty-five percent (85%) of the net face amount
of Borrower's Eligible Receivables, plus (ii) the lesser of (x) forty percent
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(40%) of the value (valued at the lower of cost or market in accordance with
GAAP) of Borrower's Eligible Inventory, or (y) the maximum Revolving Advance the
Borrower could obtain based solely upon Eligible Receivables.
Within the limits of the Borrowing Capacity, and subject to
the limitations set forth in this Agreement, Borrowers may borrow, repay and
reborrow Advances."
7. Section 2.2 of the Loan Agreement is amended to read in its entirety as
follows:
"2.2 "Letter of Credit" At the request of Borrower, and upon
execution of Letter of Credit documentation satisfactory to the Letter of Credit
Issuer, Lender, within the limits of the Borrowing Capacity as then computed,
shall arrange for the issuance by the Letter of Credit Issuer of Letters of
Credit from time to time on behalf of a Borrower in amounts not exceeding in the
aggregate at any one time outstanding the amount of $138,000.00. Borrower shall
be obligated to reimburse the Letter of Credit Issuer for any drawings made
under any such Letter of Credit. Letters of Credit shall be reserved for against
the Borrowing Capacity. The Letters of Credit shall be on terms mutually
acceptable to Borrower and Debtor, and no Letter of Credit shall have an
expiration date later than thirty (30) days prior to the Termination Date of
this Agreement. In no event shall any such Letter of Credit contain an automatic
renewal or evergreen clause. An Advance in an amount equal to any amount paid by
the Letter of Credit Issuer on any draft drawn or drawing made under any Letter
of Credit shall be deemed made to Debtor, without request therefor, immediately
upon notification to Lender that the Letter of Credit Issuer has made payment on
such draft or drawing and has not been otherwise reimbursed by Borrower. In
connection with the issuance of Letters of Credit, Borrower shall pay to the
Letter of Credit Issuer the fees set forth in its standard fee schedule,
together with any and all issuance, amendment and drawing fees then in effect
for a letter of credit issued by the Letter of Credit Issuer. If a Borrower
fails to pay any fees due to the Letter of Credit Issuer in connection with any
such Letter of Credit and Lender is obligated to pay the Letter of Credit Issuer
any such fees, Lender shall have the right to treat any such payment by Lender
as an Advance under this Agreement which Advance will be secured by all of the
Collateral described in this Agreement. Any such Advance shall be immediately
due and payable upon demand by Lender. Any failure to pay any drawing under any
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such Letter of Credit or any fees in connection with any such Letter of Credit
shall constitute an Event of Default under this Agreement."
8. Subsection 2.8(b) of the Loan Agreement is amended by changing the
reference to Lender's account at Fleet Bank CT to the address as follows: ". . .
▇▇▇▇▇▇ Trust and Savings Bank, Large Corporate, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
Account Name: Keltic Financial Partners, LP; Account No. ▇▇▇▇▇▇▇, ABA#▇▇▇▇▇▇▇▇▇,
.. . ."
9. Section 3.1 of the Loan Agreement is amended to read in its entirety as
follows:
"3.1 Interest on Revolving Advances. Borrower shall pay
interest monthly, in arrears, on the first day of each month, commencing
September 1, 2001 on the average daily unpaid principal amount of the Revolving
Advances made to Borrower at a fluctuating rate which is equal to the Prime Rate
plus one and three quarter of one percent (1.75) per annum; provided that, the
interest rate will be reduced: (a) by one quarter of one percent (.25%),
effective on the date Borrower actually delivers to Lender the consolidated
financial statements for Borrower's fiscal quarter ended December 31, 2001 in
accordance with Section 8.4 below; and (b) by an additional one quarter of one
percent (.25%), effective on the date that Borrower actually delivers to Lender
the consolidated financial statements for Borrower's fiscal quarter ended March
31, 2001 in accordance with Section 8.4 below, in each case so long as (i) no
Event of Default has occurred hereunder at any time during the immediately
preceding quarter, which means in the case of (a) above, from September 1, 2001
through December 31, 2001; and in the case of (b) above, January 1, 2002 through
March 31, 2002; (ii) such financial statements evidence that Borrower has
Operating Income of $0.00 or greater for each such quarter, as determined in
accordance with GAAP; and (iii) Borrower has average excess availability against
the Maximum Facility during the last month of each such quarter in an amount of
$500,000.00 or more as determined by Lender in its sole good faith discretion.
The foregoing to the contrary notwithstanding, however, if for any fiscal
quarter Borrower has a negative Operating Income, as evidenced by Borrower's
consolidated financial statements delivered to Lender in accordance with
Sections 8.3 and 8.4 hereof, the rate of interest shall automatically revert to
the Prime Rate plus one and three quarter of one percent (1.75%) per annum.
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Effective October 1, 2004 and notwithstanding the foregoing,
Borrower shall pay interest monthly, in arrears, on the average daily unpaid
principal amount of the Revolving Advances made to Borrower at a fluctuating
rate which is equal to the Prime Rate plus 1.375% per annum; provided that,
Borrower's consolidated financial statements evidence that Borrower has net
income of $200,000.00 or greater for each quarter, as determined in accordance
with GAAP. If Borrower's quarterly consolidated net income is not at least
$200,000.00, the interest rate payable on the average daily unpaid principal
amount of the Revolving Advances made to Borrower will increase to the Prime
Rate plus 1.625% per annum until such time as Borrower has quarterly
consolidated net income of at least $200,000.00 in accordance with the
provisions of this paragraph.
All adjustments in the interest rate shall be made as of the
date that Borrower actually delivers to Lender such financial statements.
Furthermore, notwithstanding all of the foregoing, on and after the occurrence
of an Event of Default hereunder, Borrower shall pay interest on all outstanding
Obligations at a rate which is three percent (3.0%) per annum above the interest
rate which would have otherwise be in effect under this Agreement with respect
to the Revolving Advances; provided, however, in no event shall any interest to
be paid hereunder or under any Loan Document (as hereinafter defined) exceed the
maximum rate permitted by law."
10. Section 3.4 of the Loan Agreement is amended, effective October 1,
2004, to read in its entirety as follows:
"3.4 Facility Fee. Borrower shall pay to Lender monthly, in
arrears, on the first day of each month a facility fee in an amount equal to one
percent (1%) per annum of the Maximum Facility."
11. Section 3.7 of the Loan Agreement is amended to read in its entirety as
follows:
"3.7 Prepayment Premium. If Borrower prepays the principal of
the Revolving Loan (other than from time to time from working capital or through
payments made from the Blocked Account), which prepayment would have the effect
of terminating the financing arrangements hereunder and require Lender to
deliver UCC-3 termination statements and other release instruments, Borrower
shall pay to Lender at the time of such prepayment, a prepayment premium in an
amount equal to three percent (3.0%) of the Maximum Facility if the prepayment
is made before September 21, 2005, two percent (2.0%) of the Maximum Facility if
the prepayment is made on or after September 21, 2005 but prior to September 21,
2006, one percent (1.0%) of the Maximum Facility if the prepayment is made on or
after September 21, 2006 but prior to the scheduled Termination Date, except
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that no prepayment premium shall be required in connection with: (a) any
prepayment required under Section 15.3 of this Agreement; or (b) so long as
there is no Event of Default hereunder, or any termination of this Agreement by
Lender."
12. Section 8.1 of the Loan Agreement is amended to read in its entirety as
follows:
"8.1 Borrowing Base Certificate. Weekly (on or before the
second Business Day of each week as of the preceding weekend), monthly (within
seven (7) days after the end of each month) and contemporaneously with each
request for an Advance, a satisfactorily completed and executed Borrowing Base
Certificate. Notwithstanding the foregoing, Borrower shall only have to submit a
satisfactorily completed and executed Borrowing Base Certificate twice a month
so long as the average excess availability against the Maximum Facility is at
least $500,000.00 as of the end of each month as determined by Lender."
13. Section 15.21 of the Loan Agreement is amended to read in its entirety
as follows:
"15.21 Tangible Net Worth. Maintain Tangible Net Worth of no
less than the amounts set forth below, tested quarterly, during the periods set
forth below:
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Amount Time Period
$2,400,000 Quarter ended September 30, 2004
$2,450,000 Quarter ended December 31, 2004
$2,475,000 Quarter ended March 31, 2005
$2,525,000 Quarter ended June 30, 2005
$2,565,000 Quarter ended September 30, 2005
$2,590,000 Quarter ended December 31, 2005
$2,610,000 Quarter ended March 31, 2006
$2,645,000 Quarter ended June 30, 2006
$2,665,000 Quarter ended September 30, 2006
$2,685,000 Quarter ended December 31, 2006
$2,710,000 Quarter ended March 31, 2007
$2,740,000 Quarter ended June 30, 2007"
14. Section 15.22 of the Loan Agreement is amended to read in its entirety
as follows:
"15.22 EBITDA. Maintain EBITDA as set forth below, tested
quarterly, during the periods set forth below:
Amount Time Period
$100,000 Quarter ended September 30, 2004
$100,000 Quarter ended December 31, 2004
$110,000 Quarter ended March 31, 2005
$115,000 Quarter ended June 30, 2005
$100,000 Quarter ended September 30, 2005
$100,000 Quarter ended December 31, 2005
$110,000 Quarter ended March 31, 2006
$115,000 Quarter ended June 30, 2006
$100,000 Quarter ended September 30, 2006
$100,000 Quarter ended December 31, 2006
$110,000 Quarter ended March 31, 2007
$115,000 Quarter ended June 30, 2007"
15. Section 15.23 of the Loan Agreement is amended to read in its entirety
as follows:
"15.23 Capital Expenditure. Capital expenditures shall not
exceed the levels set forth below on a Fiscal Year basis, during the periods set
forth below:
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Amount Time Period
$450,000.00 For Fiscal Year ended June 30, 2002
$300,000.00 For Fiscal Year ended June 30, 2003
$350,000.00 For each Fiscal Year thereafter"
16. Section 15.24 of the Loan Agreement is amended to read in its entirety
as follows:
"15.24 Management Compensation. Borrower's actual cash
expenses or other actual cash payments for management compensation including,
without limitation, salaries, bonuses, dividends or other compensation to ▇▇▇▇▇
▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall not exceed $850,000.00 per Fiscal Year."
17. Section 21.3 of the Loan Agreement is amended by changing the reference
to Lender's attorney to read as follows:
"With a copy to: ▇▇▇▇ & ▇▇▇▇▇▇ LLC
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
1600 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇)▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇"
18. In connection with the execution and delivery of the Loan Agreement and
the other Loan Documents, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (the
"Validity Guarantors") executed and delivered validity and support agreements in
favor of Lender. Borrower and the Validity Guarantors have now requested that
Lender modify the terms and conditions of such validity and support agreements.
At the request of Borrower and the Validity Guarantors, Lender has agreed to
replace and supersede the existing validity and support agreements executed by
the Validity Guarantors dated September 21, 2001 with the liquidation assistance
agreements attached hereto as Schedule B. Upon execution of this Agreement by
all parties and the liquidation assistance agreement by each of the Validity
Guarantors (hereinafter, a "Liquidation Facilitator"; and collectively, the
"Liquidation Facilitators"), such agreements shall supersede and replace the
existing validity and support agreements executed by the Liquidation
Facilitators. Any reference in the Loan Agreement or any other Loan Document to
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the validity and support agreement shall hereinafter refer to the liquidation
assistance agreements attached hereto as Schedule B.
19. In connection with Lender's agreement to continue to provide financing
under the Revolving Loan and the Revolving Note, Borrower has executed and
delivered to Lender its promissory note dated of even date herewith in the
original principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND 00/100
(2,500,000.00) DOLLARS in the form of Schedule A annexed hereto (hereinafter,
the "Restated Revolving Note") which note shall replace and supersede, but shall
not be considered repayment of, the Revolving Note. Any and all interest due and
owing under the Revolving Note shall hereafter be evidenced by the Restated
Revolving Note and any unpaid interest under the Revolving Note shall be payable
on the first payment date under the Restated Revolving Note. Lender, upon
receipt of the duly executed Restated Revolving Note shall ▇▇▇▇ the original
note "REPLACED AND SUPERSEDED".
20. Borrower shall pay to Lender a $20,000.00 modification and extension
fee which fee shall be considered due, earned and payable upon execution of this
Agreement by Borrower and is non-refundable in all events.
21. In order to induce Lender to enter into this Agreement and pursuant to
the existing terms and conditions of the Loan Agreement, Borrower acknowledges
that it is responsible for all fees, disbursements and expenses incurred by
Lender including, without limitation, all legal fees and disbursements incurred
by Lender in connection with the obligations of Borrower and/or any Guarantor to
Lender.
22. Any reference in any document executed and/or delivered in connection
with the Loan Agreement to the "Agreement" or the "Loan Agreement" shall mean
the loan and security agreement dated September 21, 2001 as amended by the first
amendment to loan and security agreement dated as of March 4, 2002, the second
amendment to loan and security agreement dated as of June 24, 2002, the third
amendment to loan and security agreement dated as of December 19, 2002, the
fourth amendment to loan and security agreement dated as of May 13, 2003 and
this Agreement. All of the provisions of the Revolving Note, the Loan Agreement
and any other loan documents executed and/or delivered in connection with the
Loan Agreement (collectively, the "Loan Documents") are amended so that such
terms shall be consistent with the provisions of this Agreement. Notwithstanding
the foregoing, and to the extent that there is any inconsistency between the
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provisions of those agreements and this Agreement, the provision which gives
Lender the greatest rights or protection shall govern except as specifically
modified by this Agreement.
23. Lender's agreement to reduce the amount of funds available under the
Revolving Loan and the Revolving Note from THREE MILLION FIVE HUNDRED THOUSAND
AND 00/100 (3,500,000.00) DOLLARS to TWO MILLION FIVE HUNDRED THOUSAND AND
00/100 (2,500,000.00) DOLLARS, modify the interest rate payable on the Revolving
Note, amend the Borrowing Capacity and to make certain other changes and
modifications to the terms and conditions of the Loan Agreement and the other
Loan Documents is not and shall not be construed as a waiver of any current or
future default under the Restated Revolving Note, the Revolving Note, the Loan
Agreement or any other Loan Document except as specifically waived in this
Agreement or any prior amendment to the Loan Agreement, nor shall it preclude
Lender from proceeding against Borrower on any such default. This Agreement is
also not a relinquishment of any rights or remedies Lender may have in
connection with the Restated Revolving Note, the Revolving Note, the Loan
Agreement or any other Loan Document.
24. As a material condition to the Lender entering into this Agreement,
each Borrower by executing this Agreement voluntarily and expressly waives any
and all rights to assert a claim, counterclaim or defense which now exists
against Lender arising out of or in any way connected with the Restated
Revolving Note, the Revolving Note, the Loan Agreement, or any other Loan
Document. The foregoing waiver shall apply to any action instituted by any of
the undersigned and to any action or proceeding brought against any of the
undersigned by Lender.
25. Each Borrower and Liquidation Facilitator by executing this Agreement
acknowledge that there is due and owing on the Restated Revolving Note as of
September 17, 2004 the principal sum of $1,093,962.79, which sum is not subject
to any defense, counterclaim or set-off.
26. Each Borrower and Liquidation Facilitator by executing this Agreement
confirms that all of the representations and warranties set forth in the Loan
Agreement are true and correct, and that all covenants of Borrower described
therein have been performed. As of the date hereof, there have been no changes
to the information set forth in Schedules 7.2, 7.3, 7.8, 7.9, 7.13, 7.14, 7.15,
7.16, 7.17, 7.18, 7.21, 7.24 and 10.4 of the Loan Agreement, copies of which are
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annexed hereto except as set forth in such schedules.
27. BORROWER BY EXECUTING THIS AGREEMENT ACKNOWLEDGES THAT IT HAS HAD A
FULL AND FAIR OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE DOCUMENTS REFERRED TO
HEREIN WITH COUNSEL OF ITS CHOICE AND THAT IT HAS BEEN ADVISED AS TO THEIR TERMS
AND CONDITIONS, WHICH ARE ACCEPTABLE TO IT. FURTHER, BORROWER CONFIRMS THAT IN
DELIVERING THIS AGREEMENT TO LENDER, IT IS NOT RELYING ON ANY PROMISE,
COMMITMENT, REPRESENTATION OR UNDERSTANDING, EITHER EXPRESS OR IMPLIED, MADE BY
OR ON BEHALF OF LENDER THAT IS NOT EXPRESSLY SET FORTH HEREIN, OR IN THE LOAN
AGREEMENT, THE RESTATED REVOLVING NOTE, THE REVOLVING NOTE OR ANY OTHER LOAN
DOCUMENT. EACH BORROWER BY EXECUTING THIS AGREEMENT ACKNOWLEDGES AND UNDERSTANDS
THAT ALL OBLIGATIONS UNDER THE RESTATED REVOLVING NOTE ARE DUE AND PAYABLE ON
THE TERMINATION DATE, UNLESS LENDER IN ITS SOLE AND ABSOLUTE DISCRETION EXTENDS
THE MATURITY DATE OF ANY SUCH OBLIGATION AND THAT LENDER HAS NOT MADE ANY
REPRESENTATION THAT IT WILL EXTEND THE MATURITY DATE OF ANY SUCH OBLIGATION.
28. Borrower acknowledges that discussions may take place between itself
and Lender concerning additional modifications of the Restated Revolving Note
and the Loan Agreement after the date hereof. Lender in its sole and absolute
discretion may terminate any such discussions at any time and for any reason or
no reason and Lender shall have no liability for failing to engage in or
terminating any such discussions. While the parties hereto may reach preliminary
agreement as to the modification of one or more provisions of the Loan
Agreement, this Agreement and/or the Restated Revolving Note, none of the
undersigned shall be bound by any agreement on any individual point until
agreement is reached on every issue and the agreement on all such issues has
been reduced to a written agreement signed by Lender and Borrower. Further, the
Loan Agreement and/or this Agreement may only be amended by a written agreement
executed by Borrower and Lender and no negotiations or other actions undertaken
by Lender shall constitute a waiver of Lender's rights under the Loan Agreement
and/or the Restated Revolving Note, except to the extent specifically set forth
in a written agreement complying with the provisions of this paragraph.
29. This document may be executed in one or more counterparts and all such
documents taken together shall be considered one original document.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
WITNESS: AFP IMAGING CORPORATION
_________________________ by_________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
WITNESS: VISIPLEX INSTRUMENTS CORPORATION
_________________________ by_________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
WITNESS: DENT-X INTERNATIONAL, INC.
_________________________ by_________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
WITNESS: KELTIC FINANCIAL PARTNERS, LP
By: KELTIC FINANCIAL SERVICES LLC,
its general partner
________________________ by:_______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Partner
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Each of the undersigned Liquidation Facilitators does hereby approve
all of the terms of this agreement, do hereby approve the execution and delivery
of this Agreement by AFP IMAGING CORPORATION, VISIPLEX INSTRUMENTS CORPORATION,
and DENT-X INTERNATINAL INC. and do hereby acknowledge and confirm their
continuing joint and several liability and responsibility to Keltic Financial
Partners, LP with respect to the debt referred to in this Agreement including,
without limitation, the Restated Revolving Note referred to therein in
accordance with the terms and conditions of their liquidation assistance
agreement.
WITNESS:
-------------------------- -------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
WITNESS:
-------------------------- --------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
WITNESS:
-------------------------- --------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
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