Exhibit 10.6
July 28, 2005
Conversion Services International, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxxxxx, Xxx Xxxxxx 00000
Attention: Chief Financial Officer
Re: Overadvance Letter
Ladies and Gentleman:
Reference is hereby made to that certain Security Agreement dated as of
August 16, 2004 by and among CONVERSION SERVICES INTERNATIONAL, INC., a Delaware
("CSII"), such other subsidiaries of CSII named in that certain Security
Agreement or which hereafter become a party thereto (collectively, the
"Company") and Laurus Master Fund, Ltd. ("Laurus") (as amended, modified or
supplemented from time to time, the "Security Agreement"). Capitalized terms
used but not defined herein shall have the meanings ascribed them in the
Security Agreement.
Xxxxxx is hereby notifying you of its decision to exercise the discretion
granted to it pursuant to Section 2(a)(ii) of the Security Agreement to make a
Loan to the Company in excess of the Formula Amount in effect on the date hereof
in an aggregate principal amount equal to $2,700,000 (the "Overadvance").
In connection with making the Overadvance, for a period of three hundred
and sixty five (365) days from the date hereof (the "Period"), Laurus hereby
waives compliance with Section 3 of the Security Agreement, but solely as such
provision relates to the immediate repayment requirement for Overadvances.
Xxxxxx further agrees that solely for such Period (but not thereafter), (i) the
Overadvance shall not trigger an Event of Default under Section 19(a) of the
Security Agreement, and (ii) the Overadvance rate set forth in Section 5(b)(iii)
of the Security Agreement (the "Overadvance Rate") shall not apply. All other
terms and provisions of the Security Agreement and the Ancillary Agreements
remain in full force and effect.
This letter may not be amended or waived except by an instrument in
writing signed by the Company and Laurus. This letter may be executed in any
number of counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one agreement. Delivery of an executed
signature page of this letter by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof or thereof, as the case may
be. This letter shall be governed by, and construed in accordance with, the laws
of the State of New York. This letter sets forth the entire agreement between
the parties hereto as to the matters set forth herein and supersede all prior
communications, written or oral, with respect to the matters herein.
If the foregoing meets with your approval please signify your acceptance
of the terms hereof by signing below.
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
Xxxxx Grin
Director
Agreed and accepted on the date hereof
CONVERSION SERVICES INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
XxXxxxx Associates, LLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: CEO
CSI Sub Corp
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
XxXxxxxx Associates, Inc.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
