EXHIBIT 10O
FIRST AMENDMENT TO
REVOLVING CREDIT AND
SECURITY AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
"First Amendment") executed and delivered as of June 29, 2004, by and between
WACHOVIA BANK, National Association (?Bank?), and among AUTOINFO, INC., a
Delaware corporation, SUNTECK TRANSPORT CO., INC., a Florida corporation and
SUNTECK TRANSPORT & LOGISTICS, INC., a Florida corporation (collectively, the
"Borrower").
RECITALS:
A. On May 23, 2003, Borrower and Bank, executed and delivered that certain
Revolving Credit and Security Agreement (the Credit Agreement) under the terms
of which Bank provided a line of credit to Borrower in the amount of $1,500,000.
B. The parties desire to make certain changes to the terms of the Credit
Agreement as described herein;
NOW, THEREFORE, in consideration of the agreements set forth herein and
other good and valuable consideration, the Bank and the Borrower hereby agree as
follows:
1. Definitions. All capitalized terms used herein shall have the same meanings
as used in the Credit Agreement, unless otherwise defined in this First
Amendment and the rules of construction set forth in the Credit Agreement shall
apply to this First Amendment. Any reference herein to the Credit Agreement
shall mean the Credit Agreement as amended by this First Amendment.
2. Amendments.
A. Eligible Accounts. The definition of Eligible Accounts in Exhibit
1 to the Credit Agreement is hereby amended and restated to read as
follows:
(i) Subsection (b) of the definition of Eligible Accounts is
amended and restated to read as follows: (b) all Accounts owed
by an Account Debtor if more than fifty percent (50%) of the
Accounts owed by such Account Debtor to Borrower are deemed
ineligible hereunder;
(ii) Subsection (m) of the definition of Eligible Accounts is
amended and restated to read as follows: (m) Accounts for
which the total of all Accounts from an Account Debtor
(together with the Affiliates of the Account Debtor) exceed
ten percent (10%) of the total Accounts of Borrower (twenty
percent (20%) with respect to MegaSys, Inc.), to the extent of
such excess;
B. Maximum Loan Amount. The definition of Maximum Loan Amount in
Exhibit 1 to the Credit Agreement is hereby amended and
restated to read as follows:
Maximum Loan Amount means Two Million Five Hundred Thousand
Dollars ($2,500,000).
C. Termination Date. The definition of Termination Date in Exhibit 1
to the Credit Agreement is hereby amended and restated to read as
follows:
"Termination Date" means June 30, 2005 (unless extended in
writing by Bank).
D. Delivery of Certain Financial Information The references to
"fifteen (15) days" in Sub-Sections 5.6 (a) and (f) of the Credit
Agreement are hereby deleted and replaced by "twenty (20) days".
Subsection 5.6(b) of the Credit Agreement is amended by : (i)
deleting the reference to "fifteen (15) days" and inserting it with
"thirty (30) days", and (ii) deleting the reference to "monthly" and
replacing it with "quarterly".
E. Other Covenants. Section 7 of the Credit Agreement entitled Other
Covenants of Borrower is hereby amended as follows:
(i) Current Ratio. Add the following as a new sentence at the end
of the section entitled Current Ratio: "Current Ratio" shall
mean the ratio of current assets to current liabilities. This
ratio shall be calculated annually.
(ii) Fixed Charge Coverage Ratio. In the section entitled, Fixed
Charge Coverage Ratio delete "This covenant shall be computed
quarterly on a rolling four quarters basis" and insert as a
replacement: "This covenant shall be calculated annually".
(iii) Total Liabilities to Effective Net Worth Ratio. Add the
following as a new sentence at the end of the section entitled
"Total Liabilities to Effective Net Worth Ratio": "This ratio
shall be calculated annually".
(iv) Capital Expenditures Requirement. Add the following at the end
of the section entitled Capital Expenditures Requirement :
"This covenant shall be calculated annually".
(v) Subordinated Debt. Delete the section titled "Subordinated
Debt" from Section 7 of the Credit Agreement.
3. Effectiveness. The effectiveness of this First Amendment shall be subject to
the prior or concurrent satisfaction of each of the conditions precedent set
forth in this Section 3:
a. Delivery of Documents. The Bank shall have received counterparts of the
following documents executed by the Borrower and dated as of the date hereof:
(i) this First Amendment;
(ii) that certain Renewal Revolving Promissory Note dated of even
date herewith
(iii) such documents, certificates, affidavits and acknowledgments
as may be reasonably required by the Bank to consummate the
transaction contemplated by this First Amendment.
b. Other Conditions Precedent. Borrower shall pay Bank a commitment fee
of $25,000.00 plus Banks reasonable attorneys fees and costs
incurred in connection with the transaction contemplated by this
First Amendment.
4. No Event of Default/Representations and Warranties. The Borrower certifies to
the Bank that Borrower has kept, observed, performed and fulfilled each and
every covenant, provision and condition of the Credit Agreement and each other
Loan Document to which Borrower is a party on its part to be performed and that
no Event of Default has occurred with respect to Borrower under the Credit
Agreement or any other Loan Document to which Borrower is a party. The Borrower
further certifies to Bank that, both immediately before and after giving effect
to this First Amendment, the representations and warranties set forth in Article
4 of the Credit Agreement with respect to the Borrower, are true and correct in
all material respects on and as of the date of this First Amendment.
5. Credit Agreement Confirmed. This First Amendment shall be deemed to be an
amendment to the Credit Agreement, and the Credit Agreement, as amended hereby,
is hereby ratified, approved and confirmed in each and every respect.
6. Miscellaneous.
a. Invalidity. In the event that any one or more of the provisions
contained in this First Amendment shall, for any reason, be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this First Amendment.
b. Counterparts. This First Amendment may be executed in several
counterparts, and it shall not be necessary that the signatures of all parties
hereto be contained on any one counterpart hereof; each counterpart shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
c. Reference. From and after the effective date hereof, all references to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
amended by this First Amendment.
d. Governing Law. This First Amendment shall be governed by and
interpreted and enforced in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and delivered as of the date first above written.
"BANK"
WACHOVIA BANK, NATIONAL ASSOCIATION
By: Xxxxx X. Xxxxxxx
----------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
"BORROWER"
AutoInfo, Inc.
By: Xxxxxxx X. Xxxxxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Its: Chief Financial Officer
Sunteck Transport Co., Inc.
By: Xxxxxxx X. Xxxxxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Its: Chief Financial Officer
Sunteck Transport & Logistics, Inc.
By: Xxxxxxx X. Xxxxxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Its: Chief Financial Officer
