EXHIBIT 10.12
TBCC
STREAMLINED FACILITY AGREEMENT
March 31, 2000
Personify Incorporated
000 Xxxxxxx Xxxxxx, Xxxxx 000X
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This Streamlined Facility Agreement (this "Agreement") is entered into
between Transamerica Business Credit Corporation ("TBCC"), and Personify
Incorporated ("Borrower"), in connection with the Loan and Security Agreement
between TBCC and Borrower dated March 31, 2000 (the "Loan Agreement"). (This
Agreement, the Loan Agreement, and all other written documents and agreements
between TBCC 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.)
This will confirm our agreement that the following provisions (the
"Streamlined Provisions") shall apply, effective on the date hereof, until
terminated as provided below:
1. Borrower will provide TBCC with a monthly Borrowing Base Certificate,
in such form as TBCC shall from time to time specify, within 10 days after the
end of each month, and TBCC shall not require more frequent schedules of
Receivables or other Collateral reporting with respect to the Receivables,
except for the information required in connection with an advance request. In
the event, as of the end of any month, the total of all Loans and all other
Obligations exceeds the Credit Limit, Borrower shall immediately pay the amount
of the excess to TBCC.
2. Delivery of the proceeds of Receivables within one Business Day after
receipt, as called for by Section 1.4 of the Loan Agreement, will not be
required.
3. TBCC will also not require any Depository Account Agreement or Blocked
Account Agreement, as called for by Section 1.8 of the Loan Agreement. In
addition, Borrower will not be required to provide TBCC with copies of invoices
to customers or shipping and delivery receipts, as called for by Section 3.3(a)
of the Loan Agreement, or to report customer credits, returns and recoveries of
merchandise as called for by Section 3.3(b) of the Loan Agreement.
The Streamlined Provisions shall immediately terminate upon the occurrence
of any Default or Event of Default. Upon any termination of the Streamlined
Provisions, without limiting TBCC's other rights and remedies, Borrower shall,
then and thereafter, provide TBCC with such other or additional reporting of
Receivables as TBCC shall request under Section 3.3(a) of the Loan Agreement,
comply in all respects with Section 3.3(b), and deliver all proceeds of
Receivables to TBCC, within one Business Day after receipt, as called for by
Section
1.4 of the Loan Agreement. Additionally, Borrower and its bank shall execute and
deliver a Blocked Account Agreement or Depository Account Agreement (as TBCC
shall designate), in form and substance satisfactory to TBCC.
Please confirm your agreement to the foregoing by signing the enclosed copy
of this Agreement and returning it to us.
Sincerely yours,
Transamerica Business Credit Corporation
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Title:
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Acknowledged and Agreed.
Personify Incorporated
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Chief Financial Officer
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