EXHIBIT 10.2
CHANGE IN TERMS AGREEMENT
THIS CHANGE IN TERMS AGREEMENT (herein "Agreement") is made as of July 18,
2003, by PAR Technology Corporation, a Delaware business corporation, having a
principal office at 0000 Xxxxxx Xxxxxxxx, Xxx Xxxxxxxx, XX 00000 (herein
"Borrower"), and NBT BANK, NATIONAL ASSOCIATION, having a business address at
000 Xxxxxx Xxxx, Xxx Xxxxxxxx, XX 00000 (herein "Lender").
WHEREAS, Borrower has heretofore originally obtained a certain replenishing
line of credit loan from Lender in the maximum principal amount not to exceed
under any contingency at any time the sum of Twelve Million Five Hundred
Thousand and 00/100ths Dollars (U.S. $12,500,000.00) (the "Loan") the Loan
originally being evidenced by a certain promissory note dated September 21,
2001, in the maximum principal amount of the Loan (the "Original Note"), and
further evidenced, secured, and documented by a business loan agreement dated
September 21, 2001, made by and between Borrower and Lender (the "Business Loan
Agreement"), certain other instruments, agreements, indemnities, documents, and
other writings dated as of even date as the Note and dated as of May 1, 2001
(hereafter, the Note, Business Loan Agreement, and such other instruments,
agreements, indemnities, documents, and writings are collectively referred to as
the "Original Loan Documents"); and
WHEREAS, the Loan was, pursuant to the Original Note, to be due and payable
in full as of April 30, 2003 (the " Original Maturity Date"), unless the
Original Maturity Date was otherwise extended in writing by Lender with
Borrower; and
WHEREAS, the Original Note was renewed and replaced by a certain (Renewal)
Promissory Note dated as of May 1, 2003 (the "Renewal Note"), executed and
delivered by Borrower to Lender, which Renewal Note extended and modified
certain terms of the Note and Business Loan Agreement by (a) extension of the
Original Maturity Date to a date of July 31, 2003 (the "First Extended Maturity
Date"); and, as a term and condition of Lender's extending the Original Maturity
Date, by (b) modification of that certain subparagraph set forth in the Business
Loan Agreement titled Financial Covenants, subsection F., titled "Coverage
Ratio"; and
WHEREAS, hereinafter the Original Note as modified by the Renewal Note
shall be termed the "Note"; and hereinafter the term "Business Loan Agreement"
as used herein shall be deemed to encompass the modifications thereto as set
forth in and implemented under the Renewal Note; and
WHEREAS, at Borrower's request, Lender has agreed to extend the First
Extended Maturity Date and to modify certain other terms of the Business Loan
Agreement in accordance with the terms as hereinafter set forth; and
NOW THEREFORE, in consideration of the aforestated premises, and other good
and valuable consideration, the receipt and sufficiency of which is mutually
acknowledged, the
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parties hereto agree as follows:
1. BORROWER'S ACKNOWLEDGMENT AND CONFIRMATION OF ITS OBLIGATIONS UNDER THE
NOTE, BUSINESS LOAN AGREEMENT, AND THE OTHER ORIGINAL LOAN DOCUMENTS.
Borrower herein confirms, represents, and acknowledges all obligations,
liabilities, representations, warranties, indemnities, and promises contained in
the Note, the Business Loan Agreement, and the other Original Loan Documents,
including but not limited to the payment of the Loan and all indebtedness
arising therefrom pursuant to the Note, including all principal, interest,
claims, costs, obligations, liabilities, debts, and amounts arising out of the
Loan, Note, the Business Loan Agreement, and all other Original Loan Documents.
Borrower hereby confirms, acknowledges, and represents that the Note evidences
the Loan and is, and continues, as a valid binding obligation of Borrower to
Lender; and Borrower confirms, acknowledges, and represents that the Related
Documents (as defined in the Original Loan Documents), which Related Documents
include but are not limited to the Business Loan Agreement, and that General
Security Agreement made and given by Borrower and Partech, Inc., to Lender,
dated May 1, 2001 (the "Security Agreement") granting security interests to
Lender in that property of Borrower and Partech, Inc., as set forth in the
Security Agreement, and that the security interests, liens, and encumbrances
upon the property of Borrower and of Partech, Inc., granted under the Security
Agreement continue to be and are valid first-priority liens against such
property of Borrower and Partech, Inc., subject only to the rights of The Chase
Manhattan Bank in the same property, as such rights are governed by that certain
Intercreditor Agreement made by and between Lender and Chase Manhattan Bank
dated May 1, 2001 (the "Intercreditor Agreement") and any modifications to the
Intercreditor Agreement.
2. AGREEMENT TO CHANGE TERMS OF NOTE.
Borrower and Lender agree that the terms of the Note are to be modified as
follows:
a Maturity Date. The Maturity Date is extended from July 31, 2003, to April
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30, 2005.
-----Hereafter, the Note as modified by the terms as above set forth in this
paragraph a, titled Maturity Date, is referred to as the "Modified Note").
3. AGREEMENT TO CHANGE TERMS OF THE BUSINESS LOAN AGREEMENT. Borrower and
Lender agree that the terms of the Business Loan Agreement are to be
modified as follows:
(a) Section titled AFFIRMATIVE COVENANTS, subsection titled Semiannual
Accounts Receivable and Accounts Payable, set forth on Page 9 of 19 of
the Business Loan Agreement, is hereby deleted and replaced with the
following:
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Semiannual Accounts Receivable, Accounts Payable, and Inventory
Summary. Borrower shall deliver to Lender, semiannually during the
term of the Loan, and within ten (10) days of each June 30th and each
December 31st, commencing with the end of the next semiannual period
of Borrower following the Closing Date, and continuing thereafter
semiannually during the term of the Loan, Borrower's complete schedule
of its Accounts receivable and its Accounts payable, and Borrower's
Inventory accounting showing beginning and ending totals, quantities
used, purchased, and in storage, certified to as true and accurate by
Borrower's Chief Financial Officer.
All remaining terms and conditions of the Loan, Note, Business Loan
Agreement, Security Agreement, and other Original Loan Documents, except as
modified by this Change in Terms Agreement, shall continue, in all respects,
unmodified, unchanged and in the same force and effect, as if said terms and
conditions had been fully set forth in this Agreement. Hereafter, the Note,
Security Agreement, Business Loan Agreement, and other Original Loan Documents,
and the Modification Documents, are termed the "Loan Documents" when
collectively referred to.
4. CONFLICTS.
In the event that any term or condition as contained in this Agreement is
in conflict with any term or condition contained in any other Loan Document
prior made and executed in connection with the Loan, then the terms and
conditions of this Agreement shall control.
5. BORROWER'S COVENANTS.
Borrower covenants that (a) Borrower is, and continues to be, lawfully and
exclusively seized of the fee interest in the property encumbered by the
Security Agreement; (b) Borrower has the right, authority, and capacity to
undertake the obligations and liabilities as set forth in this Agreement and in
the Loan Documents, to modify and change the terms of the Note and the Business
Loan Agreement as set forth in this Agreement; and to execute and deliver to
Lender this Agreement; (c) Borrower will defend generally the title to its
property, including but not limited to the property pledged in the Security
Agreement, against all claims and demands made by any person, entity, agency,
municipal body or any other party; and (d) that there are no offsets,
counterclaims or defenses against the Loan and indebtedness arising therefrom
unpaid, or against the Note, the Business Loan Agreement, this Agreement, or
against any other Loan Document.
6. TERMINATION; CHANGES; AMENDMENTS.
This Agreement may not be terminated, changed or amended except by a
written agreement signed by the parties hereto.
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IN WITNESS WHEREOF, Borrower and Lender, have executed this Agreement or
caused the same to be executed by their representatives thereunto duly
authorized.
NBT BANK, NATIONAL ASSOCIATION PAR
TECHNOLOGY CORPORATION
By:____________________________ ________________________
Xxx X. Xxxx, by: Xxxxxx X. Xxxxxxxx,
Vice President Treasurer
STATE OF NEW YORK):
COUNTY OF ONEIDA): ss.:
On this July ____, 2003, before me the undersigned, a notary public in and for
said State, personally appeared Xxx X. Xxxx, to me known or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument; and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon whose behalf said individual acted, executed the instrument.
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NOTARY PUBLIC - State of N.Y.
Appointed in
My commission expires:
STATE OF NY)
COUNTY OF ONEIDA):ss.:
On this July _____, 2003, before me the undersigned, a notary public in and for
said State, personally appeared Xxxxxx X. Xxxxxxxx, to me known or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument; and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon whose behalf said individual acted, executed the
instrument.
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NOTARY PUBLIC - State of NY
Appointed in_________ County
My commission expires:
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