EXHIBIT 10.1
SECOND AMENDMENT TO INVENTORY AND
ACCOUNTS RECEIVABLE LOAN AND
SECURITY AGREEMENT
THIS SECOND AMENDMENT, dated as of the 30th day of April, 1999, is to
that certain Inventory and Accounts Receivable Loan and Security Agreement dated
as of February 28, 1997, as amended as of October 27, 1998 (as amended thereby
and hereby, the "Loan Agreement") by and among
NDC AUTOMATION, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Borrower");
NATIONAL BANK OF CANADA, a Canadian chartered bank ("NBC"); and
NATIONAL CANADA BUSINESS CORP., a Delaware corporation ("NCBC"
hereinafter NBC and NCBC may be referred to collectively as the "Lenders").
RECITALS:
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A. The Borrower has requested that the Lenders make certain changes to
the Loan Agreement.
B. The Lenders have agreed to make certain changes to the Loan
Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
A. Section 3 of the Loan Agreement is deleted in its entirety and
replaced with the following.
"3. LOANS. Subject to the terms and provisions of this
Agreement, Lender will make such loans to Borrower as from time to time
Lender elects to make which are secured by Borrower's Collateral and
the proceeds thereof. The aggregate unpaid principal of all such loans
outstanding at any one time shall not exceed the lesser of (a) One
Million Two Hundred Fifty Thousand (U.S. $1,250,000.00) or (b) eighty
percent (80%) of the unpaid face amount of (i) Qualified Accounts that
are non-project Qualified Accounts and (ii) Qualified Accounts that are
project Qualified Accounts, as defined below, (or such other
percentages thereof as may from time to time be fixed by the Lender
upon notice to Borrower), plus fifty percent (50%) of the cost or
market value, whichever is lower, of all Eligible Inventory, as defined
below, (hereinafter called the "Inventory Value"), but in no event
shall (A) Inventory Value be in excess of Three Hundred Thousand
Dollars (U.S. $300,000.00) and (B) Inventory Value and Qualified
Accounts that are project Qualified Accounts be in excess of Four
Hundred Fifty Thousand Dollars (U.S. $450,000.00). The sum produced by
applying at any given time the then prevailing percentages to the
Inventory Value and to the total of Qualified Accounts is herein called
the "Borrowing Base". All such loans shall bear interest, and where
appropriate under the Lender's prevailing policy shall bear a service
charge at the rate agreed on from time to time by the parties, and at
the option of Lender shall be evidenced by notes in form satisfactory
to Lender, but in the absence of notes shall be conclusively evidenced
by the Lender's record of disbursements and repayments. The Borrower's
loans are presently evidenced by that certain Secured Note ("Secured
Note") bearing even date herewith. The unpaid principal balances of the
borrower's loans shall bear interest from the date hereof upon
disbursed and unpaid principal balances (calculated on the basis of a
year of 360 days) at a rate per annum which shall, from day to day, be
equal to two and three quarters of one percent (2.75%) per annum for
amounts outstanding under the Note, plus the rate for commercial loans
announced from time to
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time in the United States as its prime rate ("Prime Rate") by Bank,
each change in the rate to be charged hereon to become effective,
without notice to the Borrower, on the effective date of each change
in the Prime Rate, and interest shall be payable monthly in arrears on
the 1st day of each month, commencing on the 1st day of May, 1999. The
Prime Rate is a reference rate and is not necessarily the lowest rate
charged by Lender or Bank for extensions of credit. The Bank's Prime
Rate is, as of the date hereof, seven and three-quarters of one percent
(7.75%) per annum. All such loans shall be payable on demand or, if no
demand then, on the Termination Date as that term is defined in the
Secured Note."
B. All references to the "Loan Agreement" set forth in the documents
executed in connection with the Loan Agreement shall be deemed to be references
to the Loan Agreement as amended by this Second Amendment.
C. The Borrower represents and warrants that, as of the date hereof, it
is not in default of the terms of the Loan Agreement, as amended hereby, or any
of the other documents executed among the Borrower and the Lenders in connection
therewith.
D. This Second Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original.
E. This Second Amendment and the Loan Agreement, as amended hereby,
shall be deemed to be contracts made under and for all purposes shall be
construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the Borrower and the Lenders have caused
this Second Amendment to be executed under seal by their duly authorized
corporate officers all as of the day and year first above written.
NDC AUTOMATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CFO
NATIONAL BANK OF CANADA
By: /s/ signature on file
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Name:
Title:
By: /s/ signature on file
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Name:
Title:
NATIONAL CANADA BUISNESS CORP.
By: /s/ signature on file
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Name:
Title:
By: /s/ signature on file
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Name:
Title:
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