AMENDMENT, CONSENT AND WAIVER
AMENDMENT, CONSENT AND WAIVER (this "Amendment"), dated as of June 2,
2000, among USOL HOLDINGS, 1NC. ("Holdings"), USOL, INC. (the "Borrower"), the
various financial institutions party, to the Credit Agreement referred to below
(the "Banks"), PARIBAS, as Administrative Agent and Syndication Agent and
DEUTSCHE BANK AG, NEW YORK BRANCH, as Documentation Agent. All capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Holdings, the Borrower, the Banks and the Agents are parties
to a Credit Agreement, dated as of December 30, 1999 (as amended, modified or
supplemented through the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit, Agreement as
herein provided;
NOW, THEREFORE, it is agreed.
1. Section 8.06(vii) of the Credit Agreement is hereby amended by
deleting the amount "$100,000" and insetting in lieu thereof the amount
"5240,000".
2. Notwithstanding anything to the contrary contained in Credit
Agreement, the undersigned hereby consent to the loan made by the Borrower to
Xxxx Xxxxx in the amount of $150,000, which loan shall have a maturity date of
October 31, 2040 and shall be secured solely lay Xxxx Xxxxx'x stock options.
3. Notwithstanding anything to the contrary contained in the Credit
Agreement, the undersigned hereby consent to increasing the limit of loans made
by the Borrower to Residentclub in Section 8.06(x) from $2,000,000 to $3,000,000
for the period beginning on the Amendment Effective Date and ending on the
earlier of (i) August 31, 2000 or (ii) the raising of at least $1,000,000 in
capital, after which period such limit shall revert back to $2,000,000.
4. Notwithstanding anything to the contrary contained in the Credit
Agreement, the undersigned hereby consent to Residentclub incurring a loan of up
to $5,000,000 from Xxxxxx Financial Services; provided, that such loan (i) is
evidenced by an instrument in such amount, (ii) is secured solely by the stool.
and/or assets of Residentclub and (iii) is in form and substance satisfactory to
the Administrative Agent.
5. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that on the Amendment Effective Date,
both before and after giving effect to this Amendment and the transactions
contemplated hereby, (i) no Default or Event of Default shall exist and (ii) all
of the representations and warranties contained in the Credit Documents shall be
true and correct in all material respects, with the same effect as though such
representation's and warranties had been made on and as of the Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date shall be true and correct in all material respects as of such
specified date).
6. This Amendment shall become effective on the date (the "Amendment
Effective Date") when (i) Holdings, the Borrower and the Required Banks shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile) the same to the Agent
and (ii) all fees, costs and expenses owing to the Flanks, including, without
limitation, the fees of White & Case LLP, shall have been paid.
7. This Amendment is limited as specified and shall not constitute a
modification, acceptance, consent or waiver of any other provision of the Credit
Agreement or any other Credit Document.
8. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
10. From and after the Amendment Effective Date all references in the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.
* * * *
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
USOL HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxx
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Chief Financial Officer
USOL, INC.
By: /s/ Xxxx Xxxxxxx
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Chief Financial Officer
PARIBAS,
Individually and as Administrative
Agent aced Syndication Agent
By: /s/ Xxxx Aizenberg
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Vice President
DEUTSCHE BANK AG, NEW YORK
BRANCH,
as Documentation Agent
By: /s/ Xxx X. Xxxxxx
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Vice President
By: /s/ Xxxxxxx Xxxxx
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Associate
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By: /s/ Xxx X. Xxxxxx
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Title:
By: /s/ Xxxxxxx Xxxxx
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Title:
COAST BUSINESS CREDIT
By: /s/
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Vice President
