EIGHTH AMENDMENT TO LOAN AGREEMENT
Exhibit 10.13
EIGHTH
AMENDMENT TO LOAN AGREEMENT
This
EIGHTH AMENDMENT TO LOAN AGREEMENT ("Amendment") is dated as of May
28, 2017, by and between INFORMATION ANALYSIS INCORPORATED a
Virginia corporation ("Borrower") and TD BANK, N.A., a national banking
association ("Bank").
BACKGROUND
A. Pursuant
to the terms of a certain Loan Agreement dated December 20, 2005,
by and between Borrower and Bank (as the same has been or may be
supplemented, restated, superseded, amended or replaced from time
to time, the "Loan Agreement"), Bank made available to Borrower,
inter alia, a
revolving line of credit not to exceed One Million Dollars
($1,000,000.00) (the "Revolving Loan"). All capitalized terms used
herein without further definition shall have the respective meaning
set forth in the Loan Agreement and all other Loan
Documents.
B.
The Loans are
secured by, inter
alia, continuing
perfected security interests in the Collateral.
C. Borrower
has requested that Bank modify, in certain respects, the terms of
the Loan Agreement and Bank has agreed to such modifications in
accordance with and subject to the satisfaction of the conditions
hereof.
NOW,
THEREFORE, with the foregoing Background incorporated by reference
and intending to be legally bound hereby, the parties agree as
follows:
1.
The Schedule of
Defined Terms as referenced in section 1 of the Loan Agreement
shall be amended by deleting the definition of "Termination Date"
and replacing such definition as follows:
"Termination
Date" means May 31, 2018, as the same may be extended from time to
time by the Bank in its sole discretion.
2.
Section 8 of the
Loan Agreement shall be amended as follows:
Minimum Tangible Net Worth. The Borrower and its
subsidiaries shall maintain a Tangible Net Worth of not less than
$1,600,000.00, tested annually, defined as: the book value of net
worth (total assets – total liabilities) as set forth in the
statement of financial position of the Borrower determined in
accordance with Generally Accepted Accounting Principals (GAAP),
minus the net book value of the following items (but only to the
extent that such items are included in any determination of the
total assets of the Borrower): (i) good will, patents, trademarks,
copyrights, trade names, customer lists, and other like intangible
assets; (ii) receivables due from affiliates, subsidiaries or other
related parties, including officers, employees or stockholders of
the Borrower; and (ill) any capitalized start-up or development
expenses, and (iv) any write-up or reappraisal of the Borrower's
existing assets.
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5.
Representations and
Warranties. Borrower warrants and represents to Bank
that:
a. Prior
Representations. By execution of this
Amendment, Borrower reconfirms all warranties and representations
made to Bank under the Loan Agreement and the other Loan Documents
respectively and restate such warranties and representations as of
the date hereof, all of which shall be deemed continuing until all
of the obligations due to Bank are indefeasibly paid and satisfied
in full.
b. Authorization.
The execution and delivery by Borrower of this Amendment and the
performance by Borrower of the transactions herein contemplated (i)
are and will be within its powers, (ii) have been duly authorized
by all necessary action on behalf of Borrower and (iii) are not and
will not be in contravention of any order of court or other agency
of government, of law or of any indenture, agreement or undertaking
to which Borrower is a party or by which the property of Borrower
is bound, or be in conflict with, result in a breach of or
constitute (with due notice and/ or lapse of time) a default under
any such indenture, agreement or undertaking, or result in the
imposition of any lien, charge or encumbrance of any nature on any
of the properties of the Borrower.
c. Valid,
Binding and Enforceable. This Amendment and any assignment
or other instrument, document or agreement executed and delivered
in connection herewith, will be valid, binding and enforceable in
accordance with their respective terms.
d. No
Default. No
Default or Event of Default exists after giving effect to this
Amendment.
6. Ratification
of Loan Documents. This Amendment is hereby
incorporated into and made a part of the Loan Agreement and all
other Loan Documents respectively, the terms and provisions of
which, except to the extent modified by this Amendment are each
ratified and confirmed and continue unchanged in full force and
effect. Any reference to the Loan Agreement and all other Loan
Documents respectively in this or any other instrument, document or
agreement related thereto or executed in connection therewith shall
mean the Loan Agreement and all other Loan Documents respectively
as amended by this Amendment. As security for the payment of the
Obligations, and satisfaction by Borrower of all covenants and
undertakings contained in the Loan Agreement, Borrower hereby
confirms its prior grant to Bank of a continuing first lien on and
security interest in, upon and to all of Borrower's now owned or
hereafter acquired, created or arising Collateral as described in
the Loan Agreement.
7. Governing
Law. THIS AMENDMENT, AND ALL RELATED AGREEMENTS AND
DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE SUBSTANTIVE LAWS SET FORTH IN SECTION 10(h) OF THE LOAN
AGREEMENT. THE PROVISIONS OF THIS AMENDMENT AND ALL OTHER
AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED
SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL
CONTINUE IN FULL FORCE AND EFFECT.
8. Modification.
No modification hereof or any agreement referred to herein shall be
binding or enforceable unless in writing and signed by Borrower and
Bank.
9. Duplicate
Originals. Two or more duplicate originals of this Amendment
may be signed by the parties, each of which shall be an original
but all of which together shall constitute one and the same
instrument.
10. Waiver
of Jury Trial. BORROWER AND BANK EACH HEREBY WAIVE ANY AND
ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY
LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO
RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN
DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY
DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO
ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION,
RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
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IN
WITNESS WHEREOF, the undersigned parties have executed this
Amendment the day and year first above written.
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BORROWER:
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Information Analysis Incorporated |
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By:
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/s/
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title:
Chief Executive Officer
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LENDER: |
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Information Analysis Incorporated |
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By:
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/s/
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice
President
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