THIS
THIRD AMENDMENT TO SECURITIES PLEDGE AGREEMENT (“Amendment”) is made
effective this 31st day of January, 2007 by and between LASALLE BUSINESS CREDIT,
LLC, successor by merger to LaSalle Business Credit, Inc., as Agent
(“Agent”) for LASALLE BANK MIDWEST NATIONAL ASSOCIATION
(formerly known as Standard Federal Bank National Association)
(“Lender”) and MTS MEDICATION TECHNOLOGIES, INC.
(formerly known as Medical Technology Systems, Inc., the “Pledgor”).
BACKGROUND
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A. |
Agent,
Pledgor and Lifeserve Technologies, Inc. (which has subsequently dissolved) previously
entered into that certain Securities Pledge Agreement dated June 26, 2002 (as amended by
that certain First Amendment to Securities Pledge Agreement dated July 8, 2003, that
certain Second Amendment to Securities Pledge Agreement dated February 22, 2006 and as
the same may be further amended from time to time, the “Pledge Agreement”). |
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B. |
Agent
and Pledgor desire to amend the Pledge Agreement in accordance with the terms and
conditions set forth herein. |
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C. |
Capitalized
terms used herein and not otherwise defined shall have the meanings provided for such
terms in the Pledge Agreement. |
NOW
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
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1. |
Confirmation
of Background. Pledgor does hereby ratify, confirm and acknowledge that
the statements contained in the foregoing Background are true, accurate and complete in
all respects and that the Pledge Agreement, as modified and amended hereby, is valid,
binding and in full force and effect as of the date hereof and fully enforceable against
Pledgor and its respective assets in accordance with the terms thereof. |
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2. |
Pledged
Shares. Schedule I of the Pledge Agreement is hereby deleted in its
entirety, and replaced with Schedule A attached hereto. |
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3. |
Ratification
and Confirmation. As amended hereby, all of the terms and conditions of
the Pledge Agreement, all documents in connection therewith and all liens, security
interests, rights and remedies granted therein, remain in full force and effect and are
hereby ratified, confirmed and continued as security for all obligations of Pledgor or to
Agent and/or Lender. |
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4. |
Binding
Effect. This Amendment shall be binding upon the successors and assigns
of Pledgor and shall inure to the benefit of the successors and assigns of Agent and
Lender. |
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5. |
Severability.
The provisions of this Amendment are deemed to be 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. |
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6. |
Governing
Law. This Agreement shall be governed by and construed in accordance with
the internal laws and decisions of the Commonwealth of Pennsylvania without regard to
conflict of law principles. Unless otherwise defined herein, terms defined in Articles 8
and 9 of the Pennsylvania Uniform Commercial Code are used herein as therein defined.
Whenever possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but, if any provision of this
Agreement shall be interpreted in such manner as to be ineffective or invalid under
applicable law, such provisions shall be ineffective or invalid only to the extent of
such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of this Agreement. |
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7. |
Headings.
The headings of this Amendment are inserted for convenience only and
shall not be deemed to constitute a part of this Amendment. |
[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
effective as of the day and year first above written.
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MTS MEDICATION TECHNOLOGIES, INC.
(formerly known as Medical Technology Systems, Inc. |
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By: |
___________________________________ |
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Name/Title: |
___________________________________
|
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LASALLE BUSINESS CREDIT,
LLC, successor by merger to LaSalle Business Credit, Inc.,
as Agent for LaSalle Bank Midwest National Association, formerly known as Standard
Federal Bank National Association |
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By: |
___________________________________ |
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Name/Title: |
___________________________________ |
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Schedule A
Description of Pledged
Shares
| Certificate No. |
No. shares |
Issuer |
Record Owner |
|
|
|
|
| 1 |
100 shares |
MTS Packaging Systems, Inc. |
MTS Medication Technologies, Inc. |
|
|
|
|
| 1 |
65 shares |
MTS Medication Technologies Limited
(formerly known as MTS Packaging Systems International Ltd.) |
MTS Medication Technologies, Inc. |
