Exhibit 10.2
December 20, 1996
Xx. Xxxxx X. Xxxxxxxxx
Chief Financial Officer
Pomeroy Computer Resources, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
In Re: Amended and Restated Loan Agreement dated March 14, 1996 (the
"Agreement") by and between Pomeroy Computer Resources, Inc.
("Pomeroy"), C & N Corp., Xenas Communications Corp., and
Pomeroy Computer Leasing Company, Inc. (collectively the
"Borrowers") and Star Bank, N.A. (the "Bank").
Dear Ed:
This letter agreement (this "Amendment") confirms and evidences certain
agreements between the Bank and Borrowers as follows:
1. OWNERSHIP AND OPERATIONS; COMPENSATION. The Agreement is hereby
amended effective as of December 19, 1996, so that paragraph 2(w) of the
Borrowers' Covenant section shall be modified in its entirety to read as
follows:
(w) OWNERSHIP AND OPERATIONS; COMPENSATION. (i) Maintain Xenas and
Leasing as wholly-owned subsidiaries of Xxxxxxx, (ii) Xxxxxxx shall
maintain management acceptable to the Bank, and (iii) not allow any Change
of Control of Borrowers. "Change of Control" shall mean for any
transaction, event or circumstance, or series thereof, the result of which
is that beneficial ownership, in the aggregate of more than Fifty Percent
(50%) of the total voting power entitled to vote for the election of
directors of the Borrowers (including securities convertible by their terms
into stock having such voting power) is acquired by any person or group
(within the usual meaning of same under SEC Rule 13d-3) of related persons,
other than the holders of common stock of Xxxxxxx as of the date hereof.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Except as expressly
amended hereby, all representations, warranties and covenants of the
Borrowers set forth in the Agreement shall be deemed restated as of the date
hereof, and the Borrowers further represent and warrant that:
(a) This Amendment has been duly executed and delivered by the
Borrower and authorized by all requisite corporate action; and
(b) The execution and delivery by the Borrowers of the Amendment
does not constitute a violation of any applicable law or breach of any
provision contained in any Borrower's
Certificate or Articles of Incorporation or By-Laws or Regulations, or
contained in any order of any court or other governmental agency or in any
agreement, instrument, or document to which any Borrower is a party or by
which the Borrowers or any of their assets or properties is bound; and
(c) Giving effect to this amendment, there is outstanding no Event
of Default (other than waived previously by the Bank in writing).
3. MISCELLANEOUS.
(a) The Borrowers shall reimburse the Bank for all out-of-pocket
costs and expenses, including without limitation reasonable attorneys' fees,
incurred by the Bank or for which the Bank becomes obligated in connection
with or arising out of this Amendment.
(b) As amended hereby, the Agreement shall remain in full force
and effect, and all references in the Loan Documents to "the Agreement" shall
mean the Agreement as amended hereby.
(c) Capitalized terms used but not defined herein shall have the
same meanings herein as in the Agreement.
(d) This Amendment may be executed in counterparts.
Ed, please acknowledge the agreement of the Borrowers to the terms set
forth in this Amendment by having two copies of this Amendment duly executed
by the Borrowers in the appropriate places below and returning one of such
copies to the Bank with copies of the certified resolutions noted above.
STAR BANK, NATIONAL ASSOCIATION
By: \s\ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President
ACKNOWLEDGED:
XXXXXXX COMPUTER RESOURCES, XENAS COMMUNICATIONS CORP.
INC.
By: \s\ Xxxxx X. Xxxxxxxxx By: \s\ Xxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
Chief Financial Officer Secretary-Treasurer
and Treasurer
C & N CORP. XXXXXXX COMPUTER LEASING
COMPANY, INC.
By: \s\ Xxxxx X. Xxxxxxxxx By: \s\ Xxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
Vice President Secretary-Treasurer
