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EXHIBIT 10.12
AMENDMENT AGREEMENT
BORROWER: SYNQUEST, INC.
ADDRESS: 0000 XXXXXXX XXXX, XXXXX 000
XXXXXXXX, XXXXXXX 00000
DATE: JANUARY 13, 1999
THIS AMENDMENT AGREEMENT (this "Agreement") is entered into
between GREYROCK CAPITAL, a Division of NationsCredit Commercial Corporation
("GC") (formerly known as Greyrock Business Credit), whose address is 00000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and the Borrower
named above ("Borrower").
GC and Borrower agree to amend and supplement the Loan and
Security Agreement between them, dated July 10, 1996, as amended (as amended,
the "Loan Agreement"), as follows. (This Agreement, the Loan Agreement, any
prior written amendments to the Loan Agreement signed by GC and Borrower, and
all other written documents and agreements between GC and Borrower, are referred
to herein collectively as the "Loan Documents." Capitalized terms used but not
defined in this Agreement shall have the meanings set forth in the Loan
Agreement.)
1. Extension. The date "July 31, 1999" in Section 4 of the
Schedule to Loan Agreement is hereby deleted and replaced with the date
"December 31, 1999"; provided, however, that if the Borrower (i) does not
successfully close a private placement of its debt and/or equity securities (the
"Private Placement Closing") by April 30, 1999, and (ii) reduce the Loans made
under the Overadvance Commitment to $10,000,000 or less by that date, the
Maturity Date for purposes of the Schedule shall be "July 31, 1999" effective as
of April 30, 1999.
2. Credit Limit Increase. Section 1 of the Schedule to Loan
and Security Agreement is amended in its entirety to read as follows:
1. CREDIT LIMIT An amount not to exceed the lesser of: (i) the
Aggregate Commitment (as defined below) then in
(Section 1.1): effect at any one time outstanding; or (ii) an amount
equal to the sum of the following: (A) 80% of the
amount of Borrower's Eligible Receivables (as defined
in Section 8 above) plus (B) the Overadvance
Commitment (as defined below) then in effect, plus
(C) the amount from time to time outstanding
under the Term Loan in the original principal amount
of $5,000,000 made by GC to Borrower.
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As used herein, the following terms shall have the
following definitions: "Aggregate Commitment" means
(i) until the Private Placement Closing, an amount of
up to $31,000,000 at any one time, and (ii) on and
after the Private Placement Closing, an amount of up
to $25,000,000 at any one time; provided, however,
that `if the Private Placement Closing does not occur
by April 30, 1999, the Aggregate Commitment for
purposes of the Schedule shall be $25,000,000
effective as of April 30, 1999.
"Overadvance Commitment" means (i) until the Private
Placement Closing, an amount of up to $20,000,000 at
any one time, and (ii) on and after the Private
Placement Closing, an amount of up to $10,000,000 at
any one time; provided, however, that if the Private
Placement Closing does not occur by April 30, 1999,
the Overadvance Commitment for purposes of the
Schedule shall be $15,000,000 effective as of April
30, 1999.
If on the date of any Private Placement Closing the
amount of Loans made under the Overadvance Commitment
("Overadvance Loans") shall exceed $10,000,000, the
Borrower shall repay the Overadvance Loans in the
amount necessary to reduce the Overadvance Loans to
$10,000,000 or less. All Overadvance Loans shall be
due and payable at the close of business on December
31, 1999.
3. Conditions Precedent. The effectiveness of this Agreement
shall be subject to the conditions precedent that GC shall have received (i) a
certificate of the Secretary or other appropriate officer of the Borrower
certifying (A) the resolutions and other actions taken or adopted by the
Borrower, authorizing the execution, delivery and performance of this Agreement
and (b) the incumbency, authority and signatures of each officer of the Borrower
authorized to execute and deliver the Agreement and act with respect thereto,
and (ii) such other documents, duly executed by Borrower, as GC may deem
reasonably necessary to consummate this Agreement or as shall then be required
pursuant to the Loan Agreement.
4. Representations True. To induce GC to enter into this
Agreement, Borrower hereby confirms and restates, as of the date hereof, the
representations and warranties made by it in Section 3 of the Loan Agreement.
For the purposes of this Section 4 each reference in Section 3 of the Loan
Agreement to "this Agreement," and the words "hereof," "herein," "hereunder," or
words of like import in such Section, shall mean and be a reference to the Loan
Agreement as amended by this Agreement.
5. General Provisions. GC's execution and delivery of, or
acceptance of, this Agreement and any other documents and instruments in
connection herewith shall not be
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deemed to create a course of dealing or otherwise create any express or implied
duty by it to provide any other or further amendments, consents or waivers in
the future. This Agreement, the Loan Agreement, and the other Loan Documents set
forth in full all of the representations and agreements of the parties with
respect to the subject matter hereof and supersede all prior discussions,
representations, agreements and understandings between the parties with respect
to the subject hereof. Except as herein expressly amended and supplemented, all
of the terms and provisions of the Loan Agreement and the other Loan Documents
shall continue in full force and effect and the same are hereby ratified and
confirmed. This Agreement forms part of the Loan Agreement and the terms of the
Loan Agreement are incorporated herein by reference.
BORROWER: GBC:
SYNQUEST, INC. GREYROCK BUSINESS CREDIT,
A DIVISION OF NATIONSCREDIT
COMMERCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxx
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President or Vice President Title: Senior Vice President
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By: /s/ Xxxx Xxxxxx
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Secretary or Ass't Secretary
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