Wells Fargo Bank Business Credit
Exhibit
10.79
Xxxxx
Fargo Bank Business Credit
000
Xxxx
00xx
Xxxxxx
Xxx
Xxxx,
XX 00000
as
of
January 24, 2006
Infotech
USA. Inc. a New Jersey corporation
Infotech
USA. Inc. a Delaware corporation
Information
Technology Services, Inc.
c/o
Infotech USA, Inc.
0
Xxxxxxxxxxx Xxxx
Xxxxxxxxx,
Xxx Xxxxxx 00000
Attn: Mr.
J. Xxxxxx Xxxxxxxxx
RE:
Third
Amendment and Waiver
Gentlemen:
Reference
is made to the Credit and Security Agreement, dated as of June 29, 2004 (as
amended from time to time, the “Credit Agreement”), among Infotech USA, Inc., a
New Jersey corporation, as borrower (the “Borrower”), Infotech USA, Inc., a
Delaware corporation, and Information Technology Services, Inc., a New York
corporation, as guarantors (together with the Borrower, the “Obligors”) and
Xxxxx Fargo Bank, National Association, as successor by merger to Xxxxx Fargo
Business Credit, Inc., acting through its Xxxxx Fargo Business Credit operating
division, as lender (the “Lender”). Terms which are capitalized and not
otherwise defined herein shall have the meanings ascribed to them in the
Credit
Agreement.
The
Obligors have informed the Lender that Xxxxxxxxx Xxxxx has ceased to actively
manage each Obligor's day-to-day business activities in his capacity as
president of each of the Obligors, which constitutes an Event of Default
under
Section 7.1(c) of the Credit Agreement (the “Designated Event of Default”). The
obligors have requested that the Lender consent to Xxxxxxxx XxXxxxx’x employment
as a replacement to Xxxxxxxxx Xxxxx and that the Lender waive the Designated
Event of Default, and the Lender hereby agrees to such requests. Accordingly,
the Credit Agreement is hereby amended by deleting clause (c) or the definition
of “Change of Control” in Section 1.1 of the Credit Agreement and by
substituting in lieu thereof the following: “(c) Xxxxxxxx XxXxxxx or Xxxxxx
Xxxxxxxxx shall cease to actively manage each Obligor's day-to-day business
activities, in his capacity as president and chief executive officer or chief
financial officer, as the case may be, of each Obligor,” Further, the Lender
hereby waives the Designated Event of Default. Except to the extent expressly
set forth herein, no waiver of any of the terms, provisions or conditions
of the
Credit Agreement is intended or implied and nothing herein shall constitute
a
waiver of any existing or future Defaults or Events of Default whatsoever,
other
than the Designated Event of Default.
The
amendment and the waiver set forth herein shall become upon the Lender's
receipt
of this letter duly signed by each Obligor. Except as expressly amended herein,
the Credit Agreement
and all of the other Loan Documents are ratified and confirmed in all respects
and shall remain in full force and effect in accordance with their respective
terms. This letter agreement embodies the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements, commitments, arrangements, negotiations or understandings, whether
written or oral, of the parties with respect thereto. This letter agreement
shall be governed by and construed in accordance with the internal laws of
the
State of New York, without regard to conflicts of law principles thereof.
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XXXXX
FARGO BANK, NATIONAL
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ASSOCIATION,
acting through its Xxxxx Fargo
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Business
Credit Operating Division.
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By:
/s/
Xxx
Xxxxxx
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Name:
Xxx Xxxxxx
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Title:
Vice President
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Accepted,
acknowledged and agreed to:
INFOTECH
USA, INC.,
a New
Jersey corporation
INFORMATION
TECHNOLOGY SERVICES, INC.
By:
/s/
J.
Xxxxxx
Xxxxxxxxx
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Name:
J.
Xxxxxx Xxxxxxxxx
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Title:
Chief
Financial Officer, Vice President and Treasurer
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INFOTECH
USA, INC.,
a
Delaware corporation
By:
/s/
J.
Xxxxxx
Xxxxxxxxx
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Name:
J.
Xxxxxx Xxxxxxxxx
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Title:
Chief
Financial Officer, Vice President and Treasurer
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