AMENDMENT TO BUSINESS CREDIT AND SECURITY AGREEMENT
(Amendment No. 10)
This Amendment to Business Credit and Security Agreement ("Amendment") is made
by and among Deutsche Financial Services Corporation ("DFS"), Elcom Services
Group, Inc. ("Elcom Services"), and Elcom, Inc. f/k/a xxxxx.xxx, inc. ("Elcom,
Inc.") (Elcom Services and Elcom, Inc. are referred to herein collectively as
"Borrower).
WHEREAS, DFS and Borrower are parties to that certain Business Credit and
Security Agreement dated March 1, 1997, as amended ("Agreement"); and
WHEREAS, DFS and Borrower desire to amend the Agreement as provided herein.
NOW, THEREFORE, for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, DFS and Borrower agree as follows:
1. Total Credit Facility. The first sentence of Section 3.1 is hereby
deleted in its entirety and replaced with the following:
"In consideration of Borrower's payment and performance of its
Obligations and subject to the terms and conditions contained in this
Agreement, DFS agrees to provide, and Borrower agrees to accept, an
aggregate credit facility (the "Credit Facility") of up to Twenty
Million Dollars ($20,000,000) ("Total Credit Limit"); provided,
however, that on and after April 15, 2001, the Total Credit Facility
shall be reduced to Ten Million Dollars ($10,000,000)."
2. Floorplan Inventory Loan Facility. The first sentence of Section 3.2 is
hereby deleted in its entirety and replaced with the following:
"Subject to the terms of this Agreement, DFS may provide to Borrower
floorplan financing for the acquisition of Inventory from vendors
approved by DFS in DFS' reasonable credit judgment (each advance being a
"Floorplan Inventory Loan"), up to an aggregate unpaid principal amount
at any time not to exceed Twenty Million Dollars ($20,000,000)
(collectively, the "Floorplan Inventory Loan Facility"); provided,
however, that at no time will the sum of principal amount outstanding
under the Floorplan Inventory Loan Facility plus the principal amount of
outstanding Working Capital Loans exceed, in the aggregate, Twenty
Million Dollars ($20,000,000.00); and provided, further, that on and
after April 15, 2001, the Floorplan Inventory Loan Facility will be
reduced to Ten Million Dollars ($10,000,000) and at no time on or after
April 15, 2001 will the sum of the principal amount outstanding under
the Floorplan Inventory Loan Facility plus the principal amount of
outstanding Working Capital Loans exceed, in the aggregate, Ten Million
Dollars ($10,000,000.00)."
3. Total Working Capital Credit Limit.
3.1 Total Working Capital Credit Limit. The first sentence of Section
3.3 is hereby deleted in its entirety and replaced with the following:
"Subject to the terms of this Agreement, DFS agrees, for so long
as no Default exists, to provide to Borrower, and Borrower agrees
to accept, working capital financing (each advance being a
"Working Capital Loan") on Eligible Accounts and Eligible
Inventory in the maximum aggregate unpaid principal amount at any
time equal to the lesser of (i) the Borrowing Base and (ii)
Twenty Million Dollars ($20,000,000) ("Total Working Capital
Credit Limit"); provided, however, that at no time will the sum
of the principal amount outstanding under the Floorplan Inventory
Loan Facility plus the principal amount of outstanding Working
Capital Loans exceed, in the aggregate, Twenty Million Dollars
($20,000,000.00); and provided, further, that on and after April
15, 2001, the Floorplan Inventory Loan Facility will be reduced
to Ten Million Dollars ($10,000,000) and at no time on or after
April 15, 2001 will the sum of the principal amount outstanding
under the Floorplan Inventory Loan Facility plus the principal
amount of outstanding Working Capital Loans exceed, in the
aggregate, Ten Million Dollars ($10,000,000.00)."
4. Conditions Precedent. Notwithstanding the foregoing, this Amendment shall not
be effective unless and until satisfaction of the following terms and
conditions, each as acceptable to DFS, in its sole discretion:
(a) execution and delivery of this Amendment by all parties
hereto;
(b) a reaffirmation by Elcom International, Inc. of the existing
guaranties of the obligations of Borrower to DFS; and
(c) such other and further documents and agreements as DFS may
determine in connection with any of the foregoing.
5. No Other Modifications. Except as expressly modified or amended herein, all
other terms and provisions of the Agreement shall remain unmodified and in full
force and effect and the Agreement, as hereby amended, is ratified and confirmed
by DFS and Borrower.
6. Capitalized Terms. Except as otherwise defined herein, all capitalized terms
will have the same meanings set forth in the Agreement.
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IN WITNESS WHEREOF, DFS, Elcom Services and Elcom, Inc. have executed this
Amendment as of the 5th day of March, 2001.
ELCOM SERVICES GROUP, INC.
ATTEST:
/s/ Xxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
(Assistant) Secretary
Print Name: Xxxx Xxxxxxx
Title: Vice President of Finance
ELCOM, INC.
ATTEST:
/s/ Xxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
(Assistant) Secretary
Print Name: Xxxx Xxxxxxx
Title: Vice President of Finance
DEUTSCHE FINANCIAL SERVICES
CORPORATION
By: /s/ Xxxx Xxxxxxxxx
Print Name: Xxxx Xxxxxxxxx
Title: Vice President of Operations
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Guarantor Consent and Agreement
The undersigned Guarantor hereby acknowledges and consents to the terms of the
foregoing Amendment to Business Credit and Security Agreement (Amendment No.
10), and does hereby ratify and confirm each and every guaranty of Borrower
(inclusive of Elcom, Inc.) in all respects.
ELCOM INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxx
Print Name: Xxxx Xxxxxxx
Title: Vice President of Finance
Date: March 15, 2001
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