This excerpt taken from the OMNI 8-K filed Sep 2, 2005.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Ratification and Incorporation of Credit Agreement and the Other Loan Documents. Except as expressly modified under this Amendment, (a) each Borrower and Guarantor hereby acknowledges, confirms and ratifies all of the terms and conditions set forth in, and all of their respective obligations under, the Credit Agreement and the other Loan Documents, and (b) all of the terms and conditions set forth in the Credit Agreement and the other Loan Documents are incorporated herein by this reference as if set forth in full herein. Without limiting the generality of the foregoing, Borrowers and each other Credit Party hereby acknowledge and agree that as of the date hereof, (before taking into account any payment made pursuant to Section 4.b below) the aggregate outstanding principal amount of the Term A Loan is $8,361,472.29. Each Credit Party represents that as of the date hereof it has no offset, defense, counterclaim, dispute or disagreement of any kind or nature whatsoever with respect to the amount of the Obligations.
2. Limited Consent.
a. Junior Credit Agreement. GE Capital hereby consents to Borrowers and Guarantors entering into the Junior Credit Agreement. In addition, GE Capital hereby consents to the satisfaction in full of certain of the New Subordinated Notes through (i) use of a portion of the proceeds from a funding under the Junior Secured Facility, and (ii) issuance of Stock of Omni to certain of the holders of the New Subordinated Notes. Nothing herein shall be construed to be an implied consent to the Equity Commitment described in the Junior Credit Agreement.
b. Webster Amendment. GE Capital hereby consents to the amendments being made to the Revolver Credit Agreement pursuant to the Consent dated as of the date hereof, among Revolver Lender, Borrowers and Guarantors (the Webster Amendment).
3. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows (and all section references in this Section 3 shall, unless the context otherwise requires, be references to sections of the Credit Agreement):
a. Mandatory Prepayment Provisions. After taking into account the payment to be made pursuant to Section 4.b below, the principal balance of the Initial Term A Loan will have been reduced to $5,000,000. Given that such reduction will have occurred prior to October 31, 2005, it is acknowledged and agreed that the provisions set forth in Section 3(c) of the First Amendment shall be disregarded and be of no further force or effect.
b. Modification of Section 1.5(a). The second sentence in Section 1.5(a) is hereby modified to read as follows:
This excerpt taken from the OMNI 8-K filed Aug 4, 2005.
NOW THEREFORE, in consideration of the premises and mutual covenants hereafter contained and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Asset Purchase Agreement. The Asset Purchase Agreement is hereby amended to add AHI as a Seller thereunder with the same force and effect as if originally named therein as a Seller. AHI hereby (a) agrees to all the terms and provisions of the Asset Purchase Agreement applicable to it as a Seller thereunder and (b) represents and warrants that the representations and warranties made by it as a Seller thereunder are true and correct in all material respects on and as of the date hereof. OMNI and AHI each agree to be solidarily bound and responsible for the obligations of Seller set forth in the Asset Purchase Agreement and in the other transaction documents executed by both OMNI and AHI. Each reference to a Seller in the Asset Purchase Agreement shall hereafter be deemed to include AHI.
2. Section 3(a) of the Asset Purchase Agreement is hereby amended to provide that the Closing shall occur on or before July 29, 2005.
3. Entire Agreement. This Amendment, together with the Asset Purchase Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof. This Amendment supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. Except as otherwise expressly modified herein, the Asset Purchase Agreement shall remain in full force and effect.
4. Conflict of Terms. In the event of any inconsistency between the provisions of this Amendment and any provision of the Asset Purchase Agreement, the terms and provisions of this Amendment shall govern and control.
Attached as Exhibit A is an updated Schedule 4(b) to the Asset Purchase Agreement.
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