FOURTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
is made and entered into as of September 1, 1999, by and among THE INTERCEPT
GROUP, INC., a Georgia Corporation ("InterCept"), INTERCEPT SWITCH, INC., a
Georgia Corporation ("ISI"), PROVESA, INC., a Georgia corporation ("ProVesa"),
PROVESA SERVICES, INC., a Georgia Corporation ("PSI"), LEV ACQUISITION CORP.,a
Georgia corporation ("LEV"), DIRECT ACCESS INTERACTIVE, INC., a Georgia
corporation ("DAI"), SBS DATA SERVICES, INC., an Alabama corporation ("SBS
Data") (InterCept, ISI, ProVesa, PSI, LEV, DAI and SBS Data is each sometimes
individually referred to herein as a "Borrower" and collectively as the
"Borrowers"), and FIRST UNION NATIONAL BANK, a national banking association
("Bank").
WITNESSETH:
-----------
WHEREAS, Borrowers and Bank are party to that certain Loan and Security
Agreement, dated as of April 28, 1998 (as the same has been amended from time to
time, "Agreemeent");
WHEREAS, Borrowers and Bank desire to amend the Loan Agreement as set
forth herein;
WHEREAS, Bank hereby acknowledges and agrees that immediately following
the execution hereof and on the same date hereof, DAI will be released from its
obligations under the Agreement pursuant to the terms and conditions of that
certain Assignment of Rights Agreement, dated of even date herewith, among,
InterCept, DAI and Bank;
NOW, THEREFORE, for and in consideration of the premises and mutual
promises and covenants contained herein, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto, intending to be and
being legally bound hereby, agree as follows:
1. Capitalized terms, as used herein, shall have the meaning set forth
in the Agreement, unless the context otherwise requires.
2. Section 8.07 of Article VIII of the Agreement is hereby amended by
deleting therefrom the reference to the number "$5,000,000" and inserting in
lieu thereof the number "$7,500,000."
3. From and after the date hereof, the Agreement shall be deemed to
mean the Agreement, as amended.
4. Each Borrower hereby reaffirms each of the agreements, covenants,
and undertakings set forth in the Agreement, and each and every other agreement,
instrument and document executed in connection therewith or pursuant thereto as
if each Borrower were making said agreements, covenants and undertakings on the
date hereof.
5. This Amendment represents a modification only and is not, and should
not be construed as, a novation.
6. Except as hereinabove set forth, the Agreement shall remain
otherwise unmodified and in full force and effect, and all other documents,
instruments and agreements executed in connection therewith or pursuant thereto
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under hand and seal as of the date first above written.
BORROWERS:
Attest: THE INTERCEPT GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------- -----------------------------------
Secretary Title: CFO
--------------------------------
[CORPORATE SEAL]
Attest: INTERCEPT SWITCH, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------- -----------------------------------
Secretary Title: CFO
--------------------------------
[CORPORATE SEAL]
Attest: PROVESA, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------- -----------------------------------
Secretary Title: CFO
--------------------------------
[CORPORATE SEAL]
Attest: PROVESA SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------- -----------------------------------
Secretary Title: CFO
--------------------------------
[CORPORATE SEAL]
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Attest: LEV ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------- -----------------------------------
Secretary Title: CFO
--------------------------------
[CORPORATE SEAL]
Attest: DIRECT ACCESS INTERACTIVE, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------- -----------------------------------
Secretary Title: CFO
--------------------------------
[CORPORATE SEAL]
Attest: SBS DATA SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------- -----------------------------------
Secretary Title: CFO
--------------------------------
[CORPORATE SEAL]
BANK:
FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Title: Bank Officer
--------------------------------
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