Exhibit 10.1
Access Capital, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 5, 2006
Emergent Group, Inc.
PRI Medical Technologies, Inc.
000 Xxxxx Xxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx
Re: Amendment No. 1 to Accounts Receivable Purchase Agreement
Gentlemen:
Reference is made to the Accounts Receivable Purchase Agreement dated as of
May 25, 2005 (as the same may be amended, supplemented, restated or modified
from time to time, the "Agreement") between Emergent Group, Inc. and PRI Medical
Technologies, Inc. (collectively the "Companies") and Access Capital, Inc.
("Access Capital"). All capitalized terms used herein that are not defined shall
have the respective meanings given to them in the Accounts Receivable Purchase
Agreement ("ARPA").
This Amendment confirms the agreement of the parties that the ARPA shall be
modified to reflect the following:
1. The last sentence of Section 2a of the ARPA, shall be deleted and the
following inserted in its place: "Proceeds of collections shall be available to
the Companies (so long as consistent with the terms of this Agreement) on the
first business day after receipt by Access Capital without regard to clearance
and credited to outstanding balances on the same day of receipt thereof."
2. Section 2b of the ARPA is hereby deleted in its entirety.
3. The Required Minimum Amount, as defined in Section 3 of Exhibit A
("Standard Terms and Conditions of the Accounts Receivable Purchase Agreement")
shall be reduced from $500,000 to $0.
4. The second paragraph of Section 8 in Exhibit A, inclusive of
sub-sections (i), (ii), and (iii) and the third paragraph of Section 8 are
hereby deleted. In consideration of the elimination of the Early Termination Fee
during the Initial and each Renewal Term, the Companies shall collectively pay
Access Capital a $30,000 Restructuring Fee, which shall be payable in six-equal
monthly installments of $5,000, commencing July 1, 2006 and continuing until
paid in full.
5. Section 9h of Exhibit A, shall be renamed as "Section 9 h (i)".
6. A new Section 9 h (ii), shall be inserted immediately after Section 9 h
(i), and shall read as follows: "The Companies shall collectively fail to
maintain a Tangible Net Worth of at least $1,500,000 at all times. "Tangible Net
Worth" shall mean for any period, the following: (x) the total Net Worth (as
defined by GAAP) of the consolidated companies, less (y) the sum of goodwill
and/or any intangible assets, intercompany or affiliated accounts and notes
receivable, and any shareholder or employee notes receivables."
7. All Validity and Management Support Agreements noted on Exhibit C
("Transaction Documents") which were executed by Xx. Xxxxx Xxxxx, Xx. Xxxxx
Xxxxxx, Mr. Xxxx Xxxxxxx, and Mr. Xxxxxxx XxXxx, shall be terminated.
8. Access Capital shall pay interest to the Companies on the residual
balances held by Access Capital at a rate equal to 3% below "Prime" or "Base"
interest rate of Citibank, N.A.
9. Except as expressly set forth herein, all of the provisions of the
Accounts Receivable Purchase Agreement shall remain unamended and shall continue
to be and remain in full force and effect in accordance with their respective
terms.
10. The provisions of this Agreement shall be effective on the date hereof.
Very truly yours,
ACCESS CAPITAL, INC
By:_____________________________
Xxxxx Xxxxxxx
Vice President
Agreed to and Accepted:
EMERGENT GROUP, INC.
By: ______________________________
Xxxxx X. Xxxxx
Chairman
Address:
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx
Federal ID #: 00-0000000
State of Incorporation: Nevada
Organizational ID #: ___________
PRI Medical Technologies, Inc.
By:______________________________
Xxxxx X. Xxxxx
Chairman
Address:
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx
Federal ID #: 00-0000000
State of Incorporation: Nevada
Organizational ID #: ___________
