AMENDMENT No. 4
to
AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER AGREEMENTS
This February 20, 1997, Amendment No. 4 to Amended and Restated
Credit Agreement and Other Agreements (the "Amendment No. 4"), is made by and
among XXXXXX X. XXXXXXX XX, an individual having an office at 000 Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the "Lender" or "Xxxxxxx"), XXXXXX X.
XXXXXXX, the wife of Xxxxxxx, with an address of 000 Xxxx Xxxxx Xxxx, Xxxxxxxxx,
Xxx Xxxx 00000 ("Xxxxxx Xxxxxxx"), DELTA COMPUTEC INC., a New York corporation
having its principal place of business located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000 ("DCI"), and DELTA DATA NET, INC., a New York corporation
having its principal place of business located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000 ("DDI"). DCI and DDI are referred to collectively as the
Borrower.
W I T N E S S E T H
A. This Amendment No. 4 is intended to amend in certain respects as set
forth herein, the terms and conditions of a certain Amended and Restated Credit
Agreement (the "October 1996 Credit Agreement", which term refers to the
original agreement issued on October 10, 1996, and as amended by Amendments Nos.
1, 2 and 3, thereto, as described below) between the Borrower and Xxxxxxx and
Xxxxxx Xxxxxxx whereby Xxxxxxx and Xxxxxx Xxxxxxx have agreed to provide the
Borrower with Loans (as defined in the October 1996 Credit Agreement) up to
$2,550,000.
B. Pursuant to a document entitled Amended No. 1 to Amended and Restated
Credit Agreement and Other Documents ("Amendment No. 1"), the interest rate
relative to the Xxxxxxx Commitment, the Additional Advances and the October 1996
Credit Agreement was reduced.
C. Pursuant to a document entitled Amended No. 2 to Amended and Restated
Credit Agreement and Other Documents ("Amendment No. 2"), among other matters
dealt with therein, the Maturity Date of the October 1996 Credit Agreement was
extended to March 31, 1997, and certain other amendments or waivers were made
with regard to any non-compliance which may have existed with the Borrowing Base
(as defined in the October 1996 Credit Agreement.
D. Pursuant to a document entitled Amended No. 3 to Amended and Restated
Credit Agreement and Other Documents ("Amendment No. 3"), Xxxxxxx transferred to
Xxxxxx Xxxxxxx half of Xxxxxxx'x rights, benefits, obligations and interest with
regard to: (i) an 8% Subordinated Debenture issued in October 1992 in the
original face amount of $600,001; (ii) A May 1995 Letter Agreement whereby
Xxxxxxx agreed to provide the Xxxxxxx Commitment to the Borrower in
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the original amount of $400,000; (iii) The 1996 Additional Xxxxxxx Advances for
the period from July 25, 1996 through October 9, 1996 in the aggregate amount of
$633,600; (iv) The Loan and the October 1996 Credit Agreement in an amount of up
to $2,550,000; and (v) the Overbase Loans and the Overbase Loan Documents for
the amounts in whereby the Loans exceed the Borrowing Base as set forth in the
October 1996 Credit Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Incorporation of Recitals. The recitals set forth in the recital
paragraphs of this Amendment No. 4 are intended to be, and are, incorporated
into this Amendment No. 4 as a part hereof.
2. Amendment to Loan and October 1996 Credit Agreement.
(a) The parties hereto agree that, from and after the date of this
Amendment No. 4, 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 April 30, 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 month of April, 1997, as
follows: "97.5% for the month of April, 1997".
3. Certain Waivers. Lender hereby waives any non-compliance which may have
existed with regard to the Borrowing Base for the period between December 10,
1996, the date of Amendment No. 2, and February 20, 1997, the date of this
Amendment No. 4.
4. Reaffirmation of Terms. Except as amended by this Amendment No. 4, and
by the previous Amendments Nos. 1, 2 and 3, the terms and conditions of the
original October 1996 Credit Agreement are hereby reaffirmed in their entirety.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 to be
duly executed and delivered by individual signatories and by the proper and duly
authorized officers of the Borrower as of the date first above written.
/s/ Xxxxxx X. Xxxxxxx XX
--------------------------------------
Xxxxxx X. Xxxxxxx XX
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
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DELTA COMPUTEC INC.
By: /s/ Xxxx XxXxxx
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Xxxx XxXxxx, President
DELTA DATA NET, INC.
By: /s/ Xxxx XxXxxx
----------------------------------
Xxxx XxXxxx, President
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