EXHIBIT 10(t)
SECOND AMENDMENT AGREEMENT
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This Second Amendment Agreement made as of the 7th day of March, 2002, by
and between Pinnacle Data Systems, Inc. (the "Borrower") and KeyBank National
Association (the "Lender"):
WHEREAS, Borrower and Lender are parties to a certain Loan Agreement dated
August 10, 2000, as amended on February 21st , 2002 (the "Loan Agreement");
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WHEREAS, Borrower and Lender desire to amend the Loan Agreement by
modifying a financial covenant; and
WHEREAS, each term used herein shall be defined in accordance with the
Loan Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower and Lender
agree as follows:
1. The Loan Agreement is hereby amended by deleting Section "A" of the
"Financial Covenants" Section and replacing it with the following:
(A) Based on the Borrower's financial statements for the following
periods, achieve a minimum EBITDA of:
For the three months ending March 31, 2002: EBITDA ** ($340,000)
For the six months ending, June 30, 2002: EBITDA ** $250,000
2. Borrower hereby represents and warrants to Lender that (a) Borrower
has the legal power and authority to execute and deliver this Second amendment
Agreement; (b) officials executing this Second amendment Agreement have been
duly authorized to execute and deliver the same and bind Borrower with respect
to the provisions hereof; (c) the execution and delivery hereof by Borrower and
the performance and observance by Borrower of the provisions hereof do not
violate or conflict with the organizational agreements of Borrower or any law
applicable to Borrower or result in a breach of any provision of or constitute a
default under any other agreement, instrument or document binding upon or
enforceable against Borrower; (d) no Event of Default exists under the Loan
Agreement, nor will any occur immediately after the execution and delivery of
the Second amendment Agreement or by the performance or observance of any
provision hereof; (e) neither Borrower (nor any subsidiary) has any claim or
offset against, or defense or counterclaim to, any of Borrower's (or any
subsidiary's) obligations or liabilities under the Loan Agreement or any Related
Documents, and Borrower (and each subsidiary) hereby waives and releases Lender
from any and all such claims, offsets, defenses and counterclaims of which
Borrower (and any subsidiary) is aware, such waiver and release being with full
knowledge and understanding of the circumstances and effect thereof and after
having consulted legal counsel with respect thereto, and (f) this Second
amendment Agreement
** represents greater than.
constitutes a valid and binding obligation of Borrower in every respect,
enforceable in accordance with its terms.
3. Each reference that is made in the Loan Agreement or any other
writing shall hereafter be construed as a reference to the Loan Agreement as
amended hereby. Except as herein otherwise specifically provided, all provisions
of the Loan Agreement shall remain in full force and effect and be unaffected
hereby.
4. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio.
5. JURY TRIAL WAIVER. BORROWER AND LENDER WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, BETWEEN BORROWER AND LENDER, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR
MODIFY LENDER'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF
JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT BETWEEN BORROWER AND LENDER.
Address: Pinnacle Data Systems, Inc. PINNACLE DATA SYSTEMS, INC.
0000 Xxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Attn: Xxxxxxx X. Xxxxx By:________________________________
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Its: Xxxxxxx X. Xxxxx, Executive VP
Address: Key Bank National Association KEY BANK NATIONAL ASSOCIATION
00 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxxxxxx By:________________________________
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Its: Xxxx X. Xxxxxx, Vice President
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