GLOBAL AMENDMENT
This GLOBAL AMENDMENT (the "Global Amendment"), dated as of the 29th day of
March, 1999, is made and entered into on the terms and conditions hereinafter
set forth, by and among TELTRONICS, INC., a Delaware corporation ("Teltronics"
or the "Issuer"), TTG ACQUISITION CORP., a Delaware corporation, Teltronics/SRX,
Inc., a Delaware corporation, AT SUPPLY, INC., a Texas corporation, and
INTERACTIVE SOLUTIONS, INC., a Delaware corporation (each of the foregoing
entities, including Teltronics, is sometimes referred to herein as a "Borrower",
and the foregoing entities, including Teltronics, are sometimes collectively
referred to herein as the "Borrowers"), and SIRROM CAPITAL CORPORATION d/b/a
TANDEM CAPITAL, a Tennessee corporation ("Sirrom").
WITNESSETH:
WHEREAS, Borrowers and Sirrom are all the parties to that certain Loan and
security Agreement (the "Loan Agreement"), dated as of the February 25, 1998,
by and among the Borrowers and Sirrom, providing for loans from Sirrom to
Borrower in the original principal amounts of $1,000,000 (the "Primary Loan")
and $280,000 (the "Secondary Loan");
WHEREAS, pursuant to the Loan Agreement, Borrowers have executed that
certain Senior Secured Promissory Note, dated February 26, 1998, in the
Primary Loan amount, payable to the order of Sirrom (together with any
extensions, modifications, renewals and/or replacements thereof, as the
"Primary Note") and that certain Senior Secured Promissory Note, dated
February 26, 1998, in the Secondary Loan amount, payable to the order of Sirrom
(together with any extensions, modifications, renewals and/or replacements
thereof, as the "Secondary Note");
WHEREAS, Borrowers and Sirrom are all the parties to that certain
Trademark, Copyright and Patent Security Agreement (the "Trademark Security
Agreement"), dated as of the February 26, 1998, by and among Borrowers and
Sirrom, providing for the grant of a security interest in certain assets of
Borrowers to secure their obligations to Sirrom;
WHEREAS, Issuer and Sirrom are the parties to that certain Debenture
Purchase Agreement (the "Debenture Purchase Agreement"), dated as of the
February 25, 1998, by and among Issuer and Sirrom providing for the issuance
and sale to Sirrom by Issuer of its 12% subordinated secured debentures due
February 13, 2002;
WHEREAS, pursuant to the Debenture Purchase Agreement, Issuer has executed
that certain 12% Subordinated Secured Debenture due February 13, 2002, dated
February 26, 1999, payable to the order of Sirrom (together with any
extensions, modifications, renewals and/or replacements thereof, the
"Debenture");
WHEREAS, Borrowers and Issuer have requested that Sirrom permit certain
amendments to the Primary Note and the Debenture (the "Amendments");
NOW, THEREFORE, in consideration of the agreement of Sirrom to permit the
Amendments, the mutual covenants and agreements hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrowers, Issuer and Sirrom hereby agree as follows:
Section 1. AMENDMENT OF LOAN AGREEMENT; SECURED INDEBTEDNESS.
(a) The definition of "A Loan Note" provided in Section 1.1 of the Loan
Agreement shall be, and hereby is, amended to mean the Amended and Restated
Senior Secured Promissory Note in the principal amount of $1,000,000
in the form attached hereto as EXHIBIT A to be executed in connection with this
Global Amendment (the "Amended and Restated Note").
(b) Borrowers, and each of them, acknowledge and agree that the
indebtedness evidenced by the Amended and Restated Note, and the obligations
of Borrowers thereunder, shall constitute a Secured Obligation (as defined in
Section 2.2 of the Loan Agreement) and as such shall be secured by the
Collateral to be executed in connection with this Global Amendment (as
defined in Section 2.1 of the Loan Agreement).
(c) The definition of "Obligations" provided in Section 1 of the
Trademark Security Agreement shall be, and hereby is, amended to include the
Amended and Restated Note.
Section 2. AMENDMENT OF DEBENTURE PURCHASE AGREEMENT; SECURED
INDEBTEDNESS.
(a) The definition of "Debentures" provided in Section 1.1 of the
Debenture Purchase Agreement shall be, and hereby is, amended to mean the
Amended and Restated 12% Subordinated Secured Debenture due on February 13,
2002 in the principal amount of $1,750,000 in the form attached hereto as
EXHIBIT B to be executed in connection with this Global Amendment.
(b) Issuer acknowledges and agrees that the indebtedness evidenced by
the Amended and Restated Debenture, and the obligations of Issuer thereunder,
shall be secured by the Collateral (as defined in Section 1.1(b) of
the Debenture Purchase Agreement).
Section 3. PROCESSING FEE. In connection with the transactions
contemplated by the Amendments, Teltronics shall pay to Sirrom a processing
fee in the amount of $10,000, which amount, together with the reasonable
expenses of Sirrom in connection with the Amendments and this Global
Amendment, shall be paid by Teltronics in immediately available funds on the
date hereof in accordance with instructions received by it from Sirrom.
Section 4. NO NOVATION. This Global Amendment, the Amended and
Restated Note and the Amended and Restated Debenture are not intended to be,
nor shall they be construed to create, a novation or accord and satisfaction,
and the Loan Agreement, Debenture Purchase Agreement, Amended and Restated Note
and Amended and Restated Debenture, as herein modified, shall continue in full
force and effect.
Section 5. RATIFICATION. The Issuer and each of the Borrowers hereby
ratifies and confirms all of the representations and warranties set forth in
each of the Loan Agreement and the Debenture Purchase Agreement, and hereby
restates and confirms the covenants set forth therein.
Section 6. OTHER PROVISIONS. Except as modified or amended in this
Global Amendment, all terms and conditions of the Loan Agreement and the
Debenture Purchase Agreement shall remain in full force and effect.
Section 7. ENTIRE AGREEMENT. This Global Amendment and the other
written agreements between Borrowers and Lender executed contemporaneously
herewith represent the entire agreement between the parties concerning the
subject matter hereof, and all oral discussions and prior agreements are merged
herein.
Section 8. COUNTERPARTS. This Global Amendment may be executed in
multiple originals or counterparts, each of which shall be deemed an original
and all or which when taken together shall constitute but one and the same
instrument.
Section 9. GOVERNING LAW. This Global Amendment shall be construed
and enforced under the internal laws of the State of Tennessee, without
reference to the conflict of laws principles thereof.
Section 10. WAIVER OF JURY TRIAL. ISSUER AND EACH BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY
APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER,
RELATING TO, OR CONNECTED WITH THIS GLOBAL AMENDMENT, THE COLLATERAL OR ANY
OTHER AGREEMENT, INSTRUMENT OR DOCUMENT CONTEMPLATED HEREBY OR DELIVERED
IN CONNECTION HEREWITH AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE
A JUDGE SITTING WITHOUT A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE PARTIES TO ENTER INTO THIS GLOBAL AMENDMENT.
[Remainder of page intentionally left blank.]
[SIGNATURE PAGE TO GLOBAL AMENDMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Global Amendment,
or have caused this Agreement to be executed by their duly authorized officers,
as of the day and year first above written.
BORROWERS/ISSUER:
TELTRONICS, INC.
By: Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Its: VP Finance
Attest: Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Its: Exec. VP
[CORPORATE SEAL]
TTG ACQUISITION CORP.
By: Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Its: VP Finance
Attest: Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Its: Asst. Secretary
[CORPORATE SEAL]
AT SUPPLY, INC.
By: Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Its: VP Finance
Attest: Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Its: Asst. Secretary
[CORPORATE SEAL]
INTERACTIVE SOLUTIONS, INC.
By: Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Its: VP Finance
Attest: Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Its: Asst. Secretary
[CORPORATE SEAL]
TELTRONICS/SRX, INC.
By: Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Its: VP Finance
Attest: Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Its: President
[CORPORATE SEAL]
LENDER:
SIRROM CAPITAL CORPORATION
d/b/a TANDEM CAPITAL
By: Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Its: VP
Index of Attachments
EXHIBIT A Form of Amended and Restated Senior Secured Promissory Note
EXHIBIT B Form of Amended and Restated Debenture
