AMENDMENT NO. 1 TO THE LOAN AND SECURITY AGREEMENT
AMENDMENT
NO. 1 TO THE
This
Amendment No. 1 ("Amendment No.
1") to that certain Loan and Security Agreement dated December 8, 2006 (the
"Original Agreement") by and among MEDirect Latino Inc. (the "Borrower"),
Granite Creek FlexCap I, L.P., St. Cloud Capital Partners, L.P., Bedford Oak
Partners, L.P., Xxxx X. and Xxxx Xxxxxx, Hungry Lizard, LLC and KKP Investments
II LLC (collectively, the "Lenders") and Granite Creek Partners, L.L.C.
("Agent") is entered into as of this ___ day of April 2007 by and among the
Borrower, the Lender and the Agent.
WHEREAS,
the Borrower, the Lenders and
the Agent entered into the Original Agreement on December 8, 2006 in connection
with the First Draw;
WHEREAS,
the Borrower has pursued its
business plan substantially as agreed upon as of December 8, 2006;
WHEREAS,
notwithstanding the foregoing,
the Borrower has not fulfilled all of its obligations under the Original
Agreement and the other Transaction Documents;
WHEREAS,
the Lenders have agreed that
an advance on the Second Draw shall be made to the Borrower on the terms set
forth herein; and
NOW,
THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the Borrower, the Agent and the Lenders
hereby agree as follows:
1. Nature
of Amendment; Use of Terms. This Amendment No. 1 amends the
Original Agreement only as specifically set forth herein. Any terms
of the Original Agreement not specifically amended herein shall remain in full
force and effect. Unless specifically addressed herein, this
Amendment No. 1 shall not be understood or construed as a consent or waiver
by
any or all of the Lenders or the Agent of any covenant or default under the
Original Agreement and shall not be understood or construed as a waiver,
compromise or limitation on the Lenders' or any of the Lenders or the Agent's
ability to pursue their respective or collective remedies under the
Agreement. All capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the Original
Agreement. The Original Agreement and this Amendment No. 1 shall
hereafter collectively be referred to as the Agreement and all references in
the
Original Agreement to the "Agreement" shall hereafter refer to the Original
Agreement and this Amendment No. 1.
2. Extension
of Credit. One of the Lenders, the Fund, with the acknowledgement
and consent of the others, has agreed to advance as of the date hereof, Two
Hundred Fifty Thousand Dollars ($250,000) (the "Advance Funding") to the
Borrower on the terms set forth in this Amendment No. 1. This advance
by the Fund shall be an advance of the Fund's Pro Rata Share of the Second
or
Third Draw, whichever is made first, which Pro Rata Share in each case is Eight
Hundred Forty Eight Thousand Four Hundred Eighty Seven and 50/100 Dollars
($848,487.50) and as such shall reduce the Fund's obligation to fund the Second
or Third Draw, whichever is made first, if the conditions precedent to fund
either the Second or Third Draw are timely fulfilled by the Borrower as set
forth in the Original Agreement as modified hereby. As such, this
Amendment No. 1 modifies Sections 2.1(a) (as to the number of principal advances
only) and 3.5 (as to the Lenders' agreement to make the Loans and receive
repayment thereof pro rata) of the Original Agreement.
-1-
3. Conditions
of
Borrowing. The following are the conditions of funding the
Advance Funding are as follows:
(a) Execution
of this Agreement by the Borrower, the Lenders and the Agent;
(b) Delivery
to the Agent of updated projections; and
(c) Resolutions
of the board of directors of the Borrower authorizing the transactions
contemplated hereby.
4. Subsequent
Events. The following shall occur:
(a) Within
thirty (30) days of the date hereof, all of the conditions for the Second Draw
and/or the Third Draw shall have been satisfied by the Borrower to the Lenders'
and Agent's satisfaction.
(b) Within
thirty (30) days of the date hereof, and provided that the subsequent event
set
forth in Section 4(a) above shall have been timely met, all of the conditions
to
the second to occur of the Second Draw or the Third Draw, whichever remains
unfunded.
If
either
or both of the foregoing do not occur each shall constitute an additional Event
of Default under the Agreement.
[THE
REST
OF THIS PAGE INTENTIONALLY LEFT BLANK]
-2-
IN
WITNESS WHEREOF, the Borrower, the
Agent and the Lenders have executed this Amendment No. 1 as of the date first
above written.
MEDIRECT
LATINO INC., a Florida corporation
ATTEST:
By: By:
Name: Name:
Title: Title:
Agreed
and accepted by those Lenders that have signed below and in the aggregate that
comprise not less than the Required Lenders (not less than 70% of the Pro Rata
Shares):
GRANITE
CREEK FLEXCAP I, L.P., a Delaware limited partnership
By:
Granite Creek GP Flexcap I, LLC,
a
Delaware limited liability company
By:
Name:
Title:
Pro
Rata
Share 48.485%
-3-
ST.
CLOUD
CAPITAL PARTNERS, LP, a Delaware limited partnership
By:
SCGP
LLC,
a
Delaware limited liability company
By:
Name:
Xxxxxxxx X. Xxxxxx
Title:
Senior Managing Member
Pro
Rata
Share: 27.879%
BEDFORD
OAK PARTNERS, LP,
a
Delaware limited partnership
By: ____________________
a
___________________
By:
Name: Xxxxxx
X. Xxxxx
Title:
Pro
Rata
Share: 6.061%
XXXX
X.
AND XXXX XXXXXX,
Individual
residents of the State of New York
By: __________________________
Name: Xxxx
X. Xxxxxx
By: __________________________
Name:
Xxxx Xxxxxx
Pro
Rata
Share: 2.424%
-4-
HUNGRY
LIZARD, LLC,
an
Ohio
limited liability company
By: ____________________
a
_____________
By:_________________________
Name:_______________________
Title:________________________
Pro
Rata
Share: 12.121%
KKP
INVESTMENTS LLC,
a
Delaware limited liability company
________________________________
Xxxxxxx
Xxxxxx, Managing Member
Pro
Rata
Share: 3.030%
-5-