EXHIBIT 10.2
XXXXXXXXX
BUSINESS CREDIT
A DIVISION OF
XXXXXXXXX & XXXXXXXXX, INC.
November 1, 2005
Alliance Distributors Holding, Inc.
00-00 000xx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Amended and Restated Financing Agreement entered
into between us dated November 11, 2004 and as amended and/or supplemented (the
"Financing Agreement").
This will confirm that, effective November 1, 2005, the Financing
Agreement is amended as follows:
1. Section 1.14 is deleted in its entirety, and the following is
substituted in its place:
"1.14 "Margin" shall mean one and one half percent (1.5%) per annum."
2. Section 1.15 is deleted in its entirety, and the following is
substituted in its place:
"1.15 "Maximum Credit Facility" shall mean $10,000,000."
3. Section 1.16 14 is deleted in its entirety, and the following is
substituted in its place:
"1.16 "Maximum Inventory Loan" shall mean $3,500,000".
4. The second sentence of Section 2.1 is deleted in its entirety, and
the following is substituted in its place:
"The Receivable Availability shall mean an amount equal to eighty five
percent (85%) (the "Receivables Advance Percentage") of the Net Amount of
Eligible Receivables which have been validly assigned to Lender and in which
Xxxxxx holds a perfected security interest pursuant to the terms hereof ranking
prior to and free and celar of all interests, claims, and rights of others."
5. Section 6.9 is deleted in its entirety, and the following is
substituted in its place:
"6.9 Borrower shall, until payment in full of all Obligations to Lender
and termination of this Agreement, cause to be maintained at the end of each
fiscal quarter (i.e. December, March, June, September) Tangible Net Worth is an
amount not less than $2,900,000, Working Capital of not less than $2,500,000 and
a ratio of total debt to Tangible Net Worth of no greater than 3.25 to 1."
In consideration of our agreement to amend the Financing Agreement as set
forth above, you hereby agree to pay us a fee of $10,000 which is fully earned
and chargeable to your account as of the date hereof.
Except as hereinabove specifically set forth, the Financing Agreement
shall continue unmodified.
Very truly yours,
XXXXXXXXX & XXXXXXXXX
By: /s/ Xxxxx Xxxxxxxxxxxx
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Xxxxx Xxxxxxxxxxxx
Senior Vice President
Agreed:
ALLIANCE DISTRIBUTORS HOLDING, INC.
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx
Chief Executive Officer
