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EX-10.3(b)
Second Amendment to Loan and Security Agreement
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of this ___ day of March, 2000, between Coast Business
Credit(R), a division of Southern Pacific Bank ("Coast") and Direct Sales
International, Inc. ("Borrower") is made in reference to the following facts:
C. Borrower previously entered into a Loan and Security Agreement
with Coast dated as of January 28, 2000 (as amended, the "Loan Agreement").
Unless otherwise defined, all capitalized terms used herein shall have the
meanings given them in the Loan Agreement.
D. Borrower and Lender wish to amend the Loan Agreement on the terms
and subject to the conditions set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing recitals and the
terms and conditions hereof, the parties do hereby agree as follows, effective
as of the date set forth above:
14. Conditions Precedent. Paragraph 6 under Section 5.15 of the
Schedule to the Loan Agreement is deleted in its entirety and replaced with the
following:
"6. Borrower shall have raised an additional $3,000,000 of cash equity
on or before March 31, 2000. Prior to Coast's initial advance
hereunder, Borrower shall provide to Coast documents indicating that
there exists sufficient commitments to raise the additional
$3,000,000 by such date, including a list of investors with their
respective amounts of commitment, all satisfactory to Coast in its
reasonable discretion. The failure of Borrower to obtain the
additional cash equity by March 31, 2000 shall constitute an Event
of Default."
15. Other Provisions and Covenants. Paragraph 6 under Section 8.1 of
the Schedule to the Loan Agreement is deleted in its entirety and replaced with
the following:
"Measured on a quarterly basis beginning March 31, 2000, it shall
constitute an Event of Default if Symposium Corporation does not have a
consolidated net worth (defined as shareholder equity plus subordinated
debt) of not less than $12,000,000."
16. Amendment Fee. In consideration of this Amendment and the
financial accommodations made available to Borrower from Coast, Borrower shall
pay to Coast on the date hereof an amendment fee of $40,000. This amendment fee
shall be deemed fully earned upon execution of this Amendment and shall be in
addition to all other fees and charges payable by Borrower to Coast.
17. Reaffirmation. Except as modified by the terms herein, the Loan
Agreement and the other Loan Documents remain in full force and effect. If there
is any conflict between the terms and provisions of this Amendment and the terms
and provisions of the Loan Agreement or documents related thereto, the terms and
provisions of this Amendment shall govern.
18. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. This Amendment may be
executed by facsimile signatures.
19. Governing Law. This Amendment shall be governed by the laws of
the State of California.
20. Attorneys' Fees; Costs; Jury Trial Waiver. Borrower agrees to
pay, on demand, all attorneys' fees and costs incurred in connection with the
negotiation, documentation and execution of this
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Amendment. If any legal action or proceeding shall be commenced at any time by
any party to this Amendment in connection with its interpretation or
enforcement, the prevailing party or parties in such action or proceeding shall
be entitled to reimbursement of its reasonable attorneys' fees and costs in
connection therewith, in addition to all other relief to which the prevailing
party or parties may be entitled. Each of Coast and Borrower hereby waives its
right to a jury trial in any such action or proceeding.
COAST BUSINESS CREDIT, a division of
Southern Pacific Bank
By: Xxxxxx Xxxxxx
_________________________________________
Its:
________________________________________
DIRECT SALES INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxxx
_________________________________________
Its: CEO
________________________________________
The undersigned Guarantor hereby acknowledges and consents to the
foregoing Amendment and confirms and agrees that its Guaranty executed in favor
of Coast shall remain in full force and effect in accordance with its terms.
SYMPOSIUM CORPORATION
By: /s/ Xxxxxx Xxxxxxx
_________________________________________
Its: CEO
________________________________________
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