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EX-10.3(a)
Amendment to Loan Documents
AMENDMENT TO LOAN DOCUMENTS
This Amendment to Loan Documents (this "Amendment") is entered into
this ___ day of March, 2000, between Media Outsourcing, Inc., a Delaware
corporation, formerly known as Direct Sales International, Inc. ("Borrower"),
and Coast Business Credit, a division of Southern Pacific Bank ("Lender"), with
respect to the following:
A. Borrower and Lender have previously entered into that certain
Loan and Security Agreement dated as of January 28, 2000 (as amended from time
to time, the "Loan Agreement"), and executed and/or delivered other agreements,
documents and instruments in connection therewith (collectively with the Loan
Agreement, the "Loan Documents").
B. Effective February 14, 2000, Borrower has merged with Media
Outsourcing, LLC, a Delaware limited liability company, and DSI Communications,
LLC, a Delaware limited liability company, with Borrower as the surviving entity
and the new name "Media Outsourcing, Inc."
NOW, THEREFORE, in consideration of the foregoing and the terms and
conditions hereof, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meanings given them in the Loan Agreement.
2. Corporate Name Change. Each of the Loan Documents is hereby
amended to delete the words "Direct Sales International, Inc." wherever they
appear and to substitute therefor the words "Media Outsourcing, Inc."
3. Actions By Borrower. Borrower represents and warrants to Lender
that Borrower has taken all steps necessary or appropriate, in its state of
incorporation and in each state in which Borrower is qualified to do business,
to change its name from "Direct Sales International, Inc." to "Media
Outsourcing, Inc." Borrower further represents and warrants that it has the full
right to use the name "Media Outsourcing, Inc." without infringing on the rights
of any Person.
4. Further Assurances. Concurrently herewith, Borrower shall execute
and deliver to Lender any amendments to financing statements and fixture filings
and such further agreements, instruments and documents as are reasonably
requested by Lender to carry out the intent and purposes of this Amendment.
5. Reaffirmation. Except as amended by the terms herein, the Loan
Documents remain in full force and effect in accordance with their terms.
6. 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.
7. Governing Law. This Amendment shall be governed by and construed
according to the laws of the State of California.
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8. Attorneys' Fees; Costs. Borrower agrees to pay, on demand, all
attorneys' fees and costs incurred in connection with the negotiation,
documentation and execution of this 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.
Media Outsourcing, Inc., f/k/a Direct Sales
International, Inc.
By: /s/ Xxx Xxxxxxx
_________________________________________
Title: Secretary
______________________________________
Coast Business Credit, a division of
Southern Pacific Bank
By: /s/ Xxxxxxxx Xxxxxx
_________________________________________
Title: Vice President
______________________________________
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