Exhibit 10.47
IBM Credit Corporation
ADDENDUM TO AGREEMENT FOR WHOLESALE FINANCING
LARGE SALE FINANCING OPTION
This Addendum is hereby made to the Agreement for Wholesale
Financing (hereinafter referred to as "Agreement") executed on
the 28th day of January, 1998, between IBM Credit Corporation and
Applied Intelligence Group, Inc..
The following provision is hereby incorporated into the
Agreement as if fully set forth therein:
"You may from time to time at your discretion extend financing
to us under the terms of the Large Sale Financing Option
(hereinafter referred to as "LSFO") and its three optional
plans which you may offer to us from time to time. The
financing to be extended by you will be based on Approved
Inventory sold to a particular customer or accounts due from a
particular customer or both (hereinafter referred to as
"Collateral"). Such financing will be subject to the following
terms and conditions:
a. You may in your sole discretion determine the amount of
financing which you elect to extend to us based on the
Collateral;
b. You may, in your sole discretion, apply, in whole or in
part, the proceeds of any accounts used as Collateral to any
amount which we owe to you under the terms of any other
financing programs between us, including any other financing
transactions under the LSFO.
c. We will pay you the full amount which we owe you upon 1)
the collection of the Account or within ninety (90) days
from the date of the advance made by you on the Collateral,
whichever occurs first when we are using the LSFO/Product
plan; or 2) within sixty (60) days from the date of the
advance made by you on the Collateral when we are using the
LSFO/Accounts Receivable or LSFO/Cash plans; plus for items
1) and 2) we will have an additional thirty (30) days to pay
you the full amount when the customer is a government
organization and we use the LSFO/Extension plan;
d. We will pay you all charges which are due under the terms
of a LSFO plan;
e. We will provide you the purchase order, invoice, proof of
delivery and the acceptance certificate (only upon request)
for the goods and services sold by us to the customer who is
obligated to pay for the inventory;
f. Upon your request, we will provide you any credit
information required by you to evaluate the credit of such
customer, and to determine your advance rate for the
Collateral;
g. We will obtain a Subordination Agreement, in a form
deemed acceptable to you, from any of our creditors that you
may request to provide you a priority security interest in
(i) all of our Approved Inventory; (ii) accounts used as
Collateral; and (iii) all proceeds thereof;
h. We will assign to you each account used as Collateral by
you under the LSFO and will execute an Assignment in a form
deemed acceptable to you. You may, in your sole discretion,
require account debtors to agree to make payments in respect
of such account directly to you. Upon your request, we will
execute and deliver such further instruments and documents
and take such further action as you may request to preserve
or obtain the full benefits of your security interest in the
Collateral.
i. You may at any time and from time to time communicate
with account debtors on the accounts used as Collateral to
verify with them to your satisfaction the existence, amount
and terms of any such accounts.
The Agreement is hereby amended by deleting Paragraph 4 in its
entirety and restating as follows:
"To secure the payment of all of our current and future debts to
you whether under this Agreement, any guaranty that we now or
hereafter execute, or any other agreement between us, whether
direct or contingent, we grant you a security interest in all of
our inventory, equipment, fixtures, accounts, contract rights,
chattel paper, instruments, reserves, documents of title, deposit
accounts, and general intangibles, whether now owned or hereafter
acquired, and all attachments, accessories, accessions,
substitutions and/or replacements thereto and all proceeds
thereof. All of the above assets are defined pursuant to the
provisions of Article 9 of the Uniform Commercial Code and are
hereinafter collectively referred to as the "Goods". This
security interest is also granted to secure our debts to all of
your affiliates. We will hold all of the Goods financed by you,
and the proceeds thereof, in trust for you and we will
immediately account for and remit directly to you all such
proceeds when payment is required under the terms of our
financing program with you. You may directly collect any amount
owed to us with respect to the Goods and credit us with all sums
received by you. Your title, lien or security interest will not
be impaired by any payments we make to the seller or anyone else
or by our failure or refusal to account to you for proceeds."
Except as otherwise provided, the provisions of the
Agreement will remain unchanged and will continue to be in full
force and effect.
IN WITNESS WHEREOF, the duly authorized representatives of
the parties hereto have executed this Addendum on this 28th day
of January, 1998.
IBM Credit Corporation Applied Intelligence Group,Inc.
Customer
By: ______________________ By: /s/ Xxxx X. Duck
Print Name: _______________ Print Name: Xxxx X. Duck
Title: ____________________ Title: Vice President & CFO
ATTEST: /s/ Xxxxxx X. Xxxxx
Secretary
Print Name: Xxxxxx X. Xxxxx
