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EXHIBIT 10.9.2
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
ORIGINALLY EXECUTED NOVEMBER 18, 1994, BETWEEN
PROCOM TECHNOLOGY, INC. AND FINOVA CAPITAL CORPORATION
(f/k/a GREYHOUND FINANCIAL CORPORATION
This Second Amendment to Loan and Security Agreement ("Second Amendment")
is made as of this 30th day of July 1997 between Procom Technology, Inc.
("Procom") and FINOVA Capital Corporation ("FINOVA").
BACKGROUND
A. FINOVA and Procom have previously entered into the certain Loan and
Security Agreement dated November 18, 1994 ("Loan Agreement") and the
certain Amendment to Loan and Security Agreement dated November __,
1995, both regarding FINOVA's financial accommodations to Procom.
B. Procom has requested certain modification to the Loan Agreement. FINOVA
is willing to make certain modification but only on the terms and
conditions set forth below.
NOW THEREFORE, with the foregoing Background hereinafter incorporated by
reference and made a part hereof, the parties hereto, intending to be legally
bound, hereby promise and agree as follows:
1. INCREASE IN TOTAL FACILITY. The Total Facility, as set forth on
page S-1 of the Loan Agreement, is hereby changed from
$13,000,000 to $20,000.000.
2. INCREASE IN REVOLVING CREDIT SUB-LIMIT. Paragraph A. (a) on
page S-1 on the Loan Agreement is hereby modified by replacing
Six Million Dollars ($6,000,000) with Ten Million Dollars
($10,000,000).
3. INCREASE IN FLOORPLAN SUB-LIMIT. Paragraph B. (a) on page S-2
of the Loan Agreement is hereby modified by replacing Seven
Million Dollars ($7,000,000) with Fifteen Million Dollars
($15,000,000).
4. EXAMINATION FEES. Examination fees, as set forth on Page S-3 of
the Loan Agreement, will only be charged if an Event of Default
shall have occurred.
5. FINANCIAL COVENANTS. Financial Covenants, on Page S-4 of the
Loan Agreement, are hereby amended as follows:
In the Working Capital paragraph, replace "Five Hundred
Thousand Dollars ($500,000)" with "Twenty Million
Dollars ($20,000,000).
In the Tangible Capital Funds paragraph, replace "One
Million Dollars ($100,000,000)" with "Eighteen Million
Dollars ($18,000,000).
In the Debt to Tangible Capital Funds paragraph, replace
"5.0" with "2.0".
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Second Amendment to Loan and Security Agreement
Procom Technology, Inc.
6. EXTENSION OF INITIAL TERM. The Initial Term, on Page S-5 of the
Loan Agreement, shall be replaced with a maturity date of
November 18, 1998 and automatically renewed for successive
periods of one year each, unless earlier terminated as provided
in Section 16.1.
7. RELEASE OF GUARANTEES. The definition of "Guarantors" on page
S-6 of the Loan Agreement is hereby deleted in its entirety and
replaced with "means None".
8. INCORPORATION. The parties acknowledged and agree that this
Second Amendment is incorporated into and made part of the Loan
Agreement and the First Amendment, the terms and provisions of
which, unless expressly modified herein, continue unchanged and
in full force and effect. To the extent that any term or
provision of this Second Amendment is inconsistent with any term
or provision of the Loan Agreement or the First Amendment, the
terms and provisions of this Second Amendment shall control.
9. REAFFIRMATION OF AGREEMENT AND FIRST AMENDMENT. Except as
expressly modified herein, Borrower hereby affirms all
representations and warranties set forth in the Loan Agreement
and the First Amendment again as of this date and warrants and
represents that (i) all such representations and warranties are
true, accurate and complete in all respects as of this date, and
(ii) that such warrants and representations are hereby deemed
applicable to this Second Amendment, and (iii) that no Event of
Default exists under the Loan Agreement or the First Amendment,
or would exist with the passage of time, giving of notice, or
both.
10. MISCELLANEOUS:
(a) CAPITALIZED TERMS. All capitalized terms not otherwise
defined herein shall have the meanings as set forth in the
Loan Documents.
(b) THIRD PARTY RIGHTS. No rights are intended to be created
hereunder for the benefits of any third party donee,
creditor, or incidental beneficiary.
(c) HEADINGS. The headings of any paragraph of this Second
Amendment are for convenience only and shall not be used to
interpret any provision hereof.
(d) OTHER INSTRUMENTS. Borrower agrees to execute any other
documents and to submit any other information, in form
satisfactory to FINOVA, as FINOVA may reasonably request
and as frequently as FINOVA may request, to implement the
intentions of the parties hereunder.
(e) MODIFICATIONS. No modification hereof or any agreement
referred to herein shall be binding or enforceable unless
in writing and signed on behalf of the party against whom
enforcement is sought.
(f) COUNTERPARTS. This Amendment may be executed in
counterparts, each of which when taken together shall be
one and the same document.
(g) GOVERNING LAW. The terms and conditions of this Second
Amendment shall be governed by the laws of the State of
Arizona.
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Second Amendment to Loan and Security Agreement
Procom Technology, Inc.
IN WITNESS WHEREOF, the undersigned parties have executed this Second Amendment
to the Loan and Security Agreement the day and year first above written.
PROCOM TECHNOLOGY, INC.
By: [SIG]
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Its: VP FINANCE
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FINOVA CAPITAL CORPORATION
By: [SIG]
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Its: VP Manager
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ACKNOWLEDGEMENT AND ACCEPTANCE BY GUARANTORS
/s/ XXXX XXXXX
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Xxxx Xxxxx
/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
/s/ XXXX XXXXXXXXXXX
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Xxxx Xxxxxxxxxxx
