1
EXHIBIT 10.11
EXTENSION AGREEMENT
BORROWER: SYNQUEST, INC.
ADDRESS: 0000 XXXXXXX XXXX, XXXXX 000
XXXXXXXX, XXXXXXX 00000
DATE: MAY 20, 1998
THIS EXTENSION AGREEMENT (this "Agreement") is entered into
between GREYROCK BUSINESS CREDIT, a Division of NationsCredit Commercial
Corporation ("GBC"), whose address is 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, and the Borrower named above ("Borrower").
GBC and Borrower agree to amend and supplement the Loan and
Security Agreement between them, dated July 10, 1996, as amended (as amended,
the "Loan Agreement"), as follows. (This Agreement, the Loan Agreement, any
prior written amendments to the Loan Agreement signed by GBC and Borrower, and
all other written documents and agreements between GBC and Borrower, are
referred to herein collectively as the "Loan Documents." Capitalized terms used
but not defined in this Agreement shall have the meanings set forth in the Loan
Agreement.)
1. Extension. The date "July 31, 1998" in Section 4 of the
Schedule to Loan Agreement is hereby deleted and replaced with the date "July
31, 1999".
2. Credit Limit Increase and Overadvance Subline Increase.
Section 1 of the Schedule to Loan and Security Agreement is amended in its
entirety to read as follows:
1. CREDIT LIMIT An amount not to exceed the lesser of: (i)
(Section 1.1): $25,000,000 at any one time outstanding; or (ii) an
amount equal to the sum of the following: (A) 80% of
the amount of Borrower's Eligible Receivables (as
defined in Section 8 above) and the Eligible
Receivables of Xxxxxx Consulting, Inc. ("BCI"), plus
(B) until October 31, 1998, the Overadvance
Commitment (as defined below), plus (C) the amount
from time to time outstanding under the Term Loan in
the original principal amount of $5,000,000 made by
GBC to Borrower.
For purposes of this Agreement, the following
provisions shall apply so long as Loans are being
made hereunder with respect to any Receivables of
BCI:
2
(1) all representations and warranties of BCI made in
the Security Agreement dated June 16, 1997 (the
"Security Agreement"), between BCI and GBC, relating
to any Receivable of BCI with respect to which any
Loan is requested by Borrower, including the
representations set forth in Section 2.12 of the
Security Agreement, shall be true and correct on the
date any such Loan is made; and
(2) Borrower shall, or shall cause BCI to, provide
GBC with the daily reporting of transactions and
daily schedules and assignments of BCI's Receivables
and schedules of collections, as called for by
Section 4.3 hereof with respect to Borrower's
Receivables, and Borrower shall deliver, or cause BCI
to deliver, all proceeds of BCI's Receivables to GBC,
within one business day after receipt, as called for
by Sections 4.4 and 5.4 hereof with respect to
Borrower's Receivables.
As used in this Schedule, the terms "Receivables" and
"Eligible Receivables" (as defined in Section 8)
shall be deemed to include a reference to BCI in each
place in such definitions in which a reference to
Borrower is made.
As used herein, the "Overadvance Commitment" means an
amount of up to $15,000,000 at any one time. All
Loans made under the Overadvance Commitment shall be
due and payable at the close of business on October
31, 1998.
3. Fee. In consideration of GBC entering into this Agreement,
Borrower shall concurrently pay GBC a fee in the amount of $100,000, which shall
be non-refundable and in addition to all interest and other fees payable to GBC
under the Loan Documents. GBC is authorized to charge said fee to Borrower's
loan account.
4. Representations True. To induce GBC to enter into this
Agreement, Borrower hereby confirms and restates, as of the date hereof, the
representations and warranties made by it in Section 3 of the Loan Agreement.
For the purposes of this Section 4 each reference in Section 3 of the Loan
Agreement to "this Agreement," and the words "hereof," "herein," "hereunder," or
words of like import in such Section, shall mean and be a reference to the Loan
Agreement as amended by this Agreement.
5. General Provisions. GBC's execution and delivery of, or
acceptance of, this Agreement and any other documents and instruments in
connection herewith shall not be deemed to create a course of dealing or
otherwise create any express or implied duty by it to provide any other or
further amendments, consents or waivers in the future. This Agreement, the Loan
Agreement, and the other Loan Documents set forth in full all of the
representations and agreements of the parties with respect to the subject matter
hereof and supersede all prior
-2-
3
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended and
supplemented, all of the terms and provisions of the Loan Agreement and the
other Loan Documents shall continue in full force and effect and the same are
hereby ratified and confirmed. This Agreement forms part of the Loan Agreement
and the terms of the Loan Agreement are incorporated herein by reference.
BORROWER: GBC:
SYNQUEST, INC. GREYROCK BUSINESS CREDIT,
A DIVISION OF NATIONSCREDIT
COMMERCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx By: Xxxx Xxxxxx
-------------------------------- --------------------------------
President or Vice President Title: Senior Vice President
-----------------------------
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Secretary or Ass't Secretary
CONSENT AND AGREEMENT OF GUARANTOR
The undersigned, in its capacity as guarantor, acknowledges
that its consent to the foregoing Extension Agreement is not required, but the
undersigned nevertheless does hereby consent to the foregoing Extension
Agreement and to the documents and agreements referred to therein and to all
future modifications and amendments thereto (subject to the terms of the
Continuing Guaranty executed by the undersigned in GBC's favor and dated June
16, 1997 (the "Continuing Guaranty"), as such Continuing Guaranty may be amended
from time to time), and any termination thereof, and to any and all other
present and future documents and agreements by or between Borrower and GBC.
Nothing herein shall in any way limit any of the terms or provisions of the
Continuing Guaranty of the undersigned or that certain Security Agreement
executed by the undersigned in GBC's favor and dated June 16, 1997, or any other
Loan Document executed by the undersigned (as the same may be amended from time
to time), all of which are hereby ratified and affirmed in all respects.
GUARANTOR:
XXXXXX CONSULTING, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------
President or Vice President
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Secretary of Ass't Secretary
-3-
