DEBT MODIFICATION AGREEMENT
Exhibit
10.1
|
LOAN
NUMBER
|
ACCT.
NUMBER
|
NOTE
DATE
|
CREDIT
LIMIT
|
MATURITY
DATE
|
|
|
PRIOR
|
|||||
|
OBLIGATION
|
CL522040275-1
|
01/02/08
|
$5,000,000.00
|
09/01/10
|
|
|
INFORMATION
|
|
LOAN
NUMBER
|
ACCT.
NUMBER
|
MODIFICATION
DATE
|
CREDIT
LIMIT
|
|
|
CL1004027501
|
08/26/10
|
$5,000,000.00
|
||
|
AMENDED
|
||||
|
OBLIGATION
|
MATURITY
DATE
|
INDEX
(w/margin)
|
INTEREST
RATE
|
INITIALS
|
|
INFORMATION
|
||||
|
09/30/11
|
Wall
Street Journal Prime plus 0.500%
|
5.0%
|
||
|
Creditor
Use Only
|
||||
DATE AND
PARTIES. The date of this Debt Modification Agreement
(Modification) is August 26, 2010. The parties and their addresses
are:
LENDER:
CARDINAL
BANK
0000
Xxxxxxxxxx Xxxxx
Suite
500
McLean,
VA 22102
Telephone: (000)
000-0000
BORROWER:
WIDEPOINT
CORPORATION
a
Delaware Corporation
One
Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Oakbrook
Terrace, IL 60181
WIDEPOINT
IL, INC.
an
Illinois Corporation
One
Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Oakbrook
Terrace, IL 60181
WP
NBIL, INC.
an
Illinois Corporation
One
Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Oakbrook
Terrace, IL 60181
CHESAPEAKE
GOVERNMENT TECHNOLOGIES, INC.
a
Delaware Corporation
One
Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Oakbrook
Terrace, IL 60181
OPERATIONAL
RESEARCH CONSULTANTS, INC.
a
Virginia Corporation
00000
Xxxxxx Xxxxx, Xxxxx Xxxxx
Suite
250
Fairfax,
VA 22030
ISYS,
LLC
a
Virginia Limited Liability Company
One
Lincoln Center
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Oakbrook
Terrace, IL 60181
ADVANCED
RESPONSE CONCEPTS CORPORATION
a
Delaware Corporation
One
Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Oakbrook
Terrace, IL 60181
PROTEXX
ACQUISTION CORPORATION
a
Delaware Corporation
One
Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Oakbrook
Terrace, IL 60181
1. DEFINITIONS. In
this Modification, these terms have the following meanings:
A. Pronouns. The
pronouns "I," "me," and "my" refer to each Borrower signing this Modification,
individually and together with their heirs, executors, administrators,
successors, and assigns. "You" and "your" refer to the Lender, with
its participants or syndicators, successors and assigns, or any person or entity
that acquires an interest in the Modification or the Prior
Obligation.
B. Amended
Obligation. Amended Obligation is the resulting agreement that
is created when the Modification amends the Prior Obligation. It is
described above in the AMENDED OBLIGATION INFORMATION section.
C. Credit
Limit. Credit Limit means the maximum amount of principal you
will permit me to owe you under this Line of Credit, at any one
time. My Credit Limit is stated at the top of this
Modification.
D. Loan. Loan
refers to this transaction generally. It includes the obligations and
duties arising from the terms of all documents prepared or submitted in
association with the Prior Obligation and this modification, such as
applications, security agreements, disclosures, notes, agreements, and this
Modification.
E.
Modification. Modification refers to this Debt Modification
Agreement.
F. Prior
Obligation. Prior Obligation refers to my existing agreement
described above in the PRIOR OBLIGATION INFORMATION section, and any previous
extensions, renewals, modifications or substitutions of it.
2. BACKGROUND. You and
I have previously entered into a Prior Obligation. As of the date of
this Modification, the outstanding, unpaid balance of the Prior Obligation is
$0.00. Conditions have changed since the execution of the Prior
Obligation instruments. In response, and for value received, you and
I agree to modify the terms of the Prior Obligation, as provided for in this
Modification.
3. TERMS. The Prior
Obligation is modified as follows:
A. Interest. Our
agreement for the payment of interest is modified to read:
(1)
INTEREST. Interest will accrue on the unpaid Principal balance
of the Loan at the rate of 5.0
percent (Interest Rate) until August 27, 2010, after which time it may
change as described in the Variable Rate subsection.
(a) Maximum Interest
Amount. Any amount assessed or collected as interest under the terms
of the Loan will be limited to the maximum lawful amount of interest allowed by
state or federal law, whichever is greater. Amounts collected in
excess of the maximum lawful amount will be applied first to the unpaid
Principal balance. Any remainder will be refunded to me.
(b) Statutory
Authority. Rate statute for Virginia is not provided
yet.
(c)
Accrual. Interest accrues using an Actual/360 days counting
method.
(d) Variable
Rate. The Interest Rate may change during the term of this
transaction.
(1)
Index. Beginning with the first Change Date, the Interest Rate
will be based on the following index: the base rate on corporate
loans posted by at least 70% of the 10 largest U.S. banks known as the Wall
Street Journal U.S. Prime Rate.
The
Current Index is the most recent index figure available on each Change
Date. You do not guaranty by selecting this Index, or the margin,
that the Interest Rate on the Loan will be the same rate you charge on any other
loans or class of loans you make to me or other borrowers. If this
Index is no longer available, you will substitute a similar
index. You will give me notice of your choice.
(2) Change
Date. Each date on which the Interest Rate may change is called a
Change Date. The Interest Rate may change August 27, 2010 and daily
thereafter.
(3) Calculation Of
Change. On each Change Date you will calculate the Interest Rate,
which will be the Current Index plus 0.500 percent. The result of
this calculation will be rounded to the nearest .001 percent. Subject
to any limitations, this will be the Interest Rate until the next Change
Date. The new Interest Rate will become effective on each Change
Date. The Interest Rate and other charges on the Loan will never
exceed the highest rate or charge allowed by law for the Loan.
(4)
Limitations. The Interest Rate changes are subject to the
following limitations:
Lifetime. The
Interest Rate will never be less than 5.000 percent.
(5) Effect Of Variable
Rate. A change in the Interest Rate will have the following effect on
the payments: The amount of scheduled payments will
change.
B. Maturity and
Payments. The maturity and payment provisions are modified to
read:
(1) PAYMENT. I
agree to pay all accrued interest on the balance outstanding from time to time
in regular payments beginning September 1, 2010, then on the same day of each
month thereafter. Any payment scheduled for a date falling beyond the
last day of the month, will be due on the last day. A final payment
of the entire unpaid outstanding balance of Principal and interest will be due
September 30, 2011.
Payments
will be rounded to the nearest $.01. With the final payment I also
agree to pay any additional fees or charges owing and the amount of any advances
you have made to others on my behalf. Payments scheduled to be paid
on the 29th, 30th or 31st day of a month that contains no such day will,
instead, be made on the last day of such month.
(2) Maturity. The
maturity provision is modified to read:
(a) Maturity
Date. Consistent with our existing periodic payment arrangement,
except any scheduled, final payment, I agree that the entire outstanding balance
of Principal and accrued interest is due on, or before, September 30,
2011.
X. Xxxx and
Charges. As additional consideration for your consent to enter
into this Modification, I agree to pay, or have paid these additional fees and
charges:
(1) Nonrefundable Fees and
Charges. The following fees are earned when collected and will not be
refunded if I prepay the Loan before the scheduled maturity date.
Commitment. A(n)
Commitment fee of $10,000.00 payable from separate funds on or before today's
date.
(2) Stop Payment
Fee. A(n) Stop Payment Fee equal to $30.00.
(3) Late Charge. If
a payment is more than 10 days late, I will be
charged 5.000 percent of
the Unpaid Portion of Payment. I will pay this late charge
promptly but only once for each late payment.
(4) Returned Check
Charge. I agree to pay a fee not to exceed $32.00 for each check,
negotiable order of withdrawal or draft I issue in connection with the Loan that
is returned because it has been dishonored.
4. CONTINUATION OF
TERMS. Except as specifically amended by this Modification,
all of the terms of the Prior Obligation shall remain in full force and
effect.
5. WAIVER. I waive all
claims, defenses, setoffs, or counterclaims relating to the Prior Obligation, or
any document securing the Prior Obligation, that I may have. Any
party to the Prior Obligation that does not sign this Modification, shall remain
liable under the terms of the Prior Obligation unless released in writing by
you.
6. REASON(S) FOR
MODIFICATION. Modification of the maturity date as described
herein.
7. ADDITIONAL
TERMS. PRIOR OBLIGATION. This agreement is a modification of
certain terms and conditions of the indebtedness evidenced by a Promissory Note
from Borrower to Lender dated August 16, 2007 in the principal amount of
$2,000,000.00, as modified under the following agreements between Borrower and
Lender: a Promissory Note dated January 2, 2008 in the amount of $5,000,000, a
Debt Modification Agreement dated March 17, 2009 in the amount of $5,000,000.00,
and a Debt Modification Agreement dated May 25, 2010 in the amount of
$5,000,000.00.
LOAN
AGREEMENT. This agreement is subject to that certain Commercial Loan Agreement
between Borrower and Lender dated August 26, 2010, all terms and conditions of
which, notwithstanding anything herein to the contrary, are incorporated and
made a part herein.
COLLATERAL.
In addition to any other collateral that may be pledged, either now or in the
future, the indebtedness evidenced by this agreement is secured by all rights,
title, and security interest granted under that certain Security Agreement from
Borrower to Lender dated August 16, 2007.
8. SIGNATURES. By
signing under seal, I agree to the terms contained in this
Modification. I also acknowledge receipt of a copy of this
Modification.
| BORROWER: | ||||||
| WidePoint Corporation | ||||||
| By |
/s/
Xxxxx X. XxXxxxxx
|
(Seal)
|
|
|||
|
Xxxxx
X. XxXxxxxx, Vice President
|
|
|||||
|
|
|
|||||
| Widepoint IL, Inc. | ||||||
| By |
/s/
Xxxxx X. XxXxxxxx
|
(Seal)
|
||||
|
Xxxxx
X. XxXxxxxx, Vice President
|
||||||
| WP NBIL, Inc. | ||||||
| By |
/s/
Xxxxx X. XxXxxxxx
|
(Seal)
|
||||
|
Xxxxx
X. XxXxxxxx, Vice President
|
||||||
| Chesapeake Government Technologies, Inc. | ||||||
| By |
/s/
Xxxxx X. XxXxxxxx
|
(Seal)
|
||||
|
Xxxxx
X. XxXxxxxx, Vice President
|
||||||
| Operational Research Consultants, Inc. | ||||||
| By |
/s/
Xxxxx X. XxXxxxxx
|
(Seal)
|
||||
|
Xxxxx
X. XxXxxxxx, Vice President
|
||||||
| iSYS, LLC | ||||||
| By |
/s/
Xxxxx X. XxXxxxxx
|
(Seal)
|
||||
|
Xxxxx
X. XxXxxxxx, Vice President
|
||||||
| Advanced Response Concepts Corporation | ||||||
| By |
/s/
Xxxxx X. XxXxxxxx
|
(Seal)
|
||||
|
Xxxxx
X. XxXxxxxx, Vice President
|
||||||
| Protexx Acquistion Corporation | ||||||
| By |
/s/
Xxxxx X. XxXxxxxx
|
(Seal)
|
||||
|
Xxxxx
X. XxXxxxxx, Vice President
|
||||||
