AMENDMENT NO. 2
to
AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER AGREEMENTS
This Amendment No. 2 to Amended and Restated Credit Agreement and
Other Agreements ("Amendment No. 1"), is made as of the 10th day of December,
1996, by and among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, an individual having an office at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Lender" or "▇▇▇▇▇▇▇"), DELTA
COMPUTEC INC., a New York corporation having its principal place of business
located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("DCI"), and DELTA
DATA NET, INC., a New York corporation having its principal place of business
located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("DDI"). DCI and DDI
are referred to collectively as the Borrower.
W I T N E S S E T H
A. WHEREAS, the Borrower and the ▇▇▇▇▇▇▇ entered into a certain Amended
and Restated Credit Agreement as of October 10, 1996, which was amended by
Amendment No. 1 thereto executed on November 18, 1996 (such original agreement,
as amended by Amendment No. 1, referred to collectively as the "October 1996
Credit Agreement") ; and
B. WHEREAS, the Borrower and the Lender desire to amend the October 1996
Credit Agreement to provide for an extension of the October 1996 Credit
Agreement with regard to the agreement of ▇▇▇▇▇▇▇ to continue to grant Loans
based on a revised Borrowing Base (as those terms are defined in the October
1996 Credit Agreement); and
C. WHEREAS, the Borrower executed and delivered to ▇▇▇▇▇▇▇ a certain
Amended and Restated Promissory Note dated as of October 10, 1996, in connection
with the October 10, 1996 Credit Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Incorporation of Recitals. The recitals set forth in the WHEREAS
paragraphs of this Amendment No. 2 are intended to be, and are, incorporated
into this Amendment No. 2 as a part hereof.
2. Amendment to October 1996 Credit Agreement. (a) The parties hereto
agree that, from and after December 10, 1996, the definition of the term
"Maturity Date" set forth in paragraph 1.1 of the October 1996 Credit Agreement
be, and it hereby is, amended to read as follows: "Maturity Date" means March
31, 1997.
(b) Schedule 2.1 of the October 1996 Credit Agreement is hereby
revised by adding eligibility factors for Eligible Inventory (as that term is
defined in the October 1996 Credit Agreement) for the months of January through
March, 1997, as follows:
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"101 1/4% for the month of January, 1997.
"100% for the month of February, 1997.
"98 3/4% for the month of March, 1997."
(c) A new Section 9 shall be added to the October 1996 Credit
Agreement to read as follows:
"9. Additional Requirements. In the event that the amount of the
Loans as outstanding from time to time ever exceeds the amount of Loans
which would otherwise be permitted by the Borrowing Base by an amount of
at least $300,000 (an "Overbase Amount"), then it is understood and agreed
that, without the written consent of Lender, no checks will be written on
the Borrower's account with Manufacturer & Traders Trust Company other
than by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the Borrower's Secretary or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the
Borrower's Assistant Secretary. It is further understood and agreed that
at the time that the Overbase Amount again falls below $300,000, then
checks may be written on the M&T Account by any authorized signatory."
3. Lender hereby waives any non-compliance which may have existed with
regard to the Borrowing Base for the period between November 18, 1996, the date
of Amendment No. 1, and December 10, 1996, the date of this Amendment No. 2.
4. Except as amended by this Amendment No. 2, the terms and conditions of
the October 1996 Credit Agreement are hereby reaffirmed in their entirety.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
duly executed and delivered by the proper and duly authorized officers as of the
date first above written.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
DELTA COMPUTEC INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇▇, President
DELTA DATA NET, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇▇, President
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