Second Modification to Security Agreement
This Second Modification to Security Agreement (this "Modification") is entered
into by and between BrightStar Information Technology Services, Inc. and
BrightStar Information Technology Group, Inc. ("Borrower") and BFI Business
Finance ("Lender") as of this 30th day of January, 2004, at San Jose,
California.
RECITALS
A. Lender and Borrower have previously entered into or are concurrently herewith
entering into a Security Agreement (the "Agreement") dated December 16, 2002.
B. Lender and Borrower may have previously executed one or more Modifications to
Security Agreement (the "Previous Modification(s)").
C. Borrower has requested, and Lender has agreed, to modify the Agreement as set
forth below.
AGREEMENT
For good and valuable consideration, the parties agree as set forth
below:
1. Incorporation by Reference. The Agreement and the Previous
Modification(s), if any, as modified hereby and the Recitals are
incorporated herein by this reference.
2. Effective Date. The terms of this Modification shall be in full
force and effect as of January 30, 2004.
3. Modification to Agreement. The Agreement is hereby modified to
amend and restate the section(s) referenced below:
Section 6. As used in this Agreement, unless otherwise indicated by the context,
"Accounts" shall mean all present and future right of Borrower to payment for
goods sold or leased, or for services rendered, which are not evidenced by
instruments or chattel paper, and whether or not earned by performance. As used
in this Agreement, unless otherwise indicated by the context, "Net Face Amount"
shall mean with respect to an Account, the gross face amount of such Account
less all trade discounts or other deductions to which the account debtor is
entitled. "Prime Accounts" shall mean Accounts created by Borrower which: a. are
acceptable to Lender; b. are creditworthy; c. have been validly assigned to
Lender; d. as of the date of determination, are not more than sixty (60) days
past due or remain uncollected more than ninety (90) days from the date of each
invoice; and e. strictly comply with all Borrower's warranties and
representations to Lender. "Value" shall mean the lower of cost or fair market
value. "Premises" shall mean 0000 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx
00000, the Borrower's chief executive office (the "Chief Executive Office"), and
00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 and 0000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Borrower's additional place(s) of business,
collectively. The Inventory and Equipment shall not at any time now or hereafter
be stored with a landlord, bailee, warehouseman, or similar party without
Lender's prior written consent.
4. Fee. At the time of execution of the Modification, Borrower agrees
to pay a one-time fee in the amount of ----------N/A---------- and
00/100 Dollars ($----------n/a----------).
5. Legal Effect. Except as specifically set forth in this
Modification, all of the terms and conditions of the Agreement
remain in full force and effect.
Page 1 of 2
6. Integration. This is an integrated Modification and supersedes all
prior negotiations and agreements regarding the subject matter
hereof. All amendments hereto must be in writing and signed by the
parties.
IN WITNESS WHEREOF, the parties have executed this Second Modification to
Security Agreement as of the date first set forth above.
BFI Business Finance BrightStar Information Technology Services, Inc.
-------------------- ----------------------
By: Xxxxx Xxxxxx By: Xxxxxx X. Xxxxx
Its: President Its: C.E.O.
BrightStar Information Technology Group, Inc.
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By: Xxxxxx X. Xxxxx
Its: C.E.O.
