SIXTH AMENDMENT TO BUSINESS LOAN AGREEMENT
Date: February 1, 2005
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BORROWER: LENDER:
CONTEMPORARY CONSTRUCTORS, INC. THE FROST NATIONAL BANK
00000 Xxxxxxx Xxxx X.X. Xxx 0000
Xxx Xxxxxxx, Xxxxx 00000 Xxx Xxxxxxx, Xxxxx 00000
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This Sixth Amendment to Business Loan Agreement (Asset Based) ("Amendment")
is made as of the above date by and between Borrower and Lender and modifies
certain terms of a Business Loan Agreement dated as of September 27, 2001,
between Borrower and Lender, relating to a Line of Credit in the amount of
$6,500,000.00 ("Loan Agreement"). The Loan Agreement has been amended by First
Amendment to Business Loan Agreement dated May 27, 2002, a Second Amendment to
Business Loan Agreement dated May 26, 2003, a Third Amendment to Business Loan
Agreement dated November 24, 2003, a Fourth Amendment to Business Loan Agreement
dated May 24, 2004, and a Fifth Amendment to Business Loan Agreement dated
September 21, 2004.
1. The definition of "BORROWING BASE" set forth on page 7 of the Loan
Agreement is deleted in its entirety and the following is inserted in lieu
thereof:
BORROWING BASE. The words "Borrowing Base" mean, as determined by Lender
from time to time, the lesser of (a) $4,550,000.00; or (b) the sum of (i)
80.000% of the aggregate amount of Eligible Accounts plus (ii) 50.000% of
net costs in excess of xxxxxxxx up to a maximum of $1,750,000.00. This will
apply to costs that will be invoiced within forty five (45) days.
2. Paragraph number 3 to the Fourth Amendment to Business Loan
Agreement will not apply.
3. The first sentence of the paragraph entitled "MANDATORY LOAN
REPAYMENTS" on page 1 of the Loan Agreement is deleted in its entirety and the
following is inserted in lieu thereof:
If at any time the aggregate principal amount of the outstanding Advances
shall exceed the applicable Borrowing Base, Borrower, upon written or oral
notice from Lender, shall pay to Lender an amount equal to the difference
between the outstanding principal balance of the Advances and the Borrowing
Base. Such payment shall be made within seven (7) Business Days of the date the
aggregate principal amount of the outstanding Advances first exceeds the
applicable Borrowing Base, regardless of the date of Lender's notice to
Borrower.
4. The financial reporting requirements entitled "ACCOUNTS RECEIVABLE
AGING REPORT", "BORROWING BASE CERTIFICATES," "FINANCIAL STATEMENTS", AND
"COMPLETION REPORTS" on page 6 of the Loan Agreement are deleted in their
entirety and the following is inserted in lieu thereof:
REPORTING REQUIREMENTS. Until (i) the Notes and all other obligations and
liabilities of Borrower under this Loan Agreement and the other Loan Documents
are fully paid and satisfied, and (ii) the Lender has no further commitment to
lend hereunder, Borrower will, unless Lender shall otherwise consent in writing,
furnish to Lender:
(a) INTERIM FINANCIAL STATEMENTS. As soon as available, and in any
event within thirty (30) days after the end of each month of each fiscal
year of Borrower, a consolidated income statement and balance sheet of CCI
Telecom, Inc., and its domestic subsidiaries together with the relating
consolidating income statements and balance sheets, including the
consolidating income statement and balance sheet of Borrower, as of the end
of such fiscal month, all in form and substance and in reasonable detail
satisfactory to Lender and duly certified (subject to year-end review
adjustments) by the President and/or Chief Financial Officer of CCI
Telecom, Inc. (i) as being true and correct in all material aspects to the
best of his or her knowledge and (ii) as having been prepared in accordance
with generally accepted accounting principles, consistently applied.
(b) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any
event by within sixty (60) days after the end of each fiscal year of CCI
Telecom, Inc., including the fiscal year ending March 31, 2005, a
consolidated balance sheet and income statement of CCI Telecom, Inc.,
together with the related consolidating balance sheets and income
statements of its subsidiaries, including a balance sheet and income
statement of Borrower, as of the end of such fiscal year, all in form and
substance and in reasonable detail satisfactory to Lender and duly
certified by the President and/or Chief Financial Officer of CCI Telecom,
Inc. (i) as being true and correct in all material aspects to the best of
his or her knowledge and (ii) as having been prepared in accordance with
generally accepted accounting principles, consistently applied.
(c) Accounts Aging. An accounts receivable aging report for Borrower
and Berkshire Wireless, Inc., and CCI Integrated Solutions Inc., within
three (3) days after the end of each week and with each request for an
Advance, in form and detail satisfactory to Lender.
(d) PERCENTAGE OF COMPLETION. A percentage of completion report for
Borrower, Berkshire Wireless, Inc., and CCI Integrated Solutions Inc.,
within thirty (30) days after the end of each month of each fiscal year, in
form and detail satisfactory to Lender.
(e) BORROWING BASE CERTIFICATES. Borrower shall furnish to Lender
weekly borrowing base certificates in a format acceptable to Lender within
three (3) days after the end of each week and with each request for an
Advance.
5. The Loan Agreement is amended to add the following reporting covenant.
TAX RETURNS. Borrower shall deliver to Lender, and shall cause CCI Telecom,
Inc. and Xxxxxxx X. Xxxxx to deliver to Lender, copies of Borrower's, CCI
Telecom Inc.'s and Xxxxxxx X. Xxxxx'x federal income tax returns within
thirty (30) days after filing.
6. All liens and security interests securing the Line of Credit are
expressly renewed and carried forward to secure the Line of Credit as amended
pursuant to this Amendment.
7. Unless otherwise defined herein, terms defined in the Loan Agreement
and used herein shall have the respective meanings set forth in the Loan
Agreement.
8. All of the terms, provisions, covenants, warranties and agreements
contained in the Loan
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Agreement shall remain in full force and effect as therein written, except as
amended hereby. The Loan Agreement, as amended, is hereby ratified and confirmed
in all respects.
The parties hereto have caused this Sixth Amendment to Business Loan
Agreement (Asset Based) to be duly executed as of the date set forth above.
NOTICE TO OBLIGOR
(REQUIRED BY STATE LAW)
For the purpose of this Notice, the term "WRITTEN AGREMENT" shall include
the document set forth above, together with each and every other document
relating to and/or securing the same loan transaction, regardless of the date of
execution.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
BORROWER: LENDER:
CONTEMPORARY CONSTRUCTORS, INC. THE FROST NATIONAL BANK
By:__________________________________ By:__________________________________
XXXXXXX X. XXXXX, President
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