EXHIBIT 10.3
EXECUTION COPY
EXTENSION AND AMENDMENT TO
FORBEARANCE AGREEMENT
Extension and Amendment dated as of June 29, 2001 (this "Amendment") to
Forbearance Agreement dated as of May 17, 2001, as amended by Amendment to
Forbearance Agreement and Limited Waiver dated as of June 21, 2001 (as so
amended, the "Forbearance Agreement") by and among AZTEC TECHNOLOGY PARTNERS,
INC., a Delaware corporation ("Aztec"), BLUEFLAME INC. (DE) (f/k/a PROFESSIONAL
COMPUTER SOLUTIONS, INC.) ("BlueFlame" and together with Aztec, collectively
called the "Borrower"), as Co-Borrower with respect to $15,000,000 in
outstanding principal amount of Acquisition Loans under the Credit Agreement (as
defined below), FLEET NATIONAL BANK (f/k/a BANKBOSTON, N.A.) and the other
lending institutions listed on SCHEDULE 1 to the Credit Agreement (the "Banks")
relating to the Revolving Credit Agreement dated as of July 27, 1998 by and
among the Borrower, the Banks and the Agent (as amended and in effect from time
to time, the "Credit Agreement"). Terms not otherwise defined herein which are
defined in the Forbearance Agreement, or if not defined therein, in the Credit
Agreement, shall have the same respective meanings herein as therein.
WHEREAS, the Forbearance Agreement is scheduled to expire June 30, 2001
and the Borrower has requested an extension of the Forbearance Period until July
31, 2001; and
WHEREAS, the Banks have agreed with the Borrower, subject to the terms and
conditions contained herein, to modify certain terms and conditions of the
Forbearance Agreement and grant such extension as specifically set forth in this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. EXTENSION AND AMENDMENT. (a) Section 1(a) of the Forbearance
Agreement is hereby amended by deleting the reference to "June 30, 2001" in
clause (i) thereof and replacing it with "July 31, 2001".
(b) Section 2(h) of the Forbearance Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:
(h) The Overadvance Fee provisions of Section 2.2.2 of the Credit
Agreement shall apply during the Forbearance Period and any Overadvance Fee
accrued through June 30, 2001 pursuant to Section 2.2.2 of the Credit Agreement
shall be due and payable on June 30, 2001. An Overadvance Fee shall also accrue
for that portion of the fiscal quarter beginning on July 1, 2001 and ending on
the expiration date of the Forbearance Period, except that the Overadvance
Amount shall be calculated as of the date of expiration of the Forbearance
Period, rather than the
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last day of such fiscal quarter, and shall be due and payable on the date of the
expiration of the Forbearance Period. The Overadvance Fee shall be pro rated for
that portion of the current fiscal quarter then ended.
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective only upon the satisfaction of the following conditions:
(a) this Amendment shall have been executed by each Borrower,
all of the Banks and the Agent and the Ratification of Guaranty in the form
attached hereto shall have been executed by each Guarantor; and
(b) the Borrower shall have paid all reasonable expenses,
including legal fees and disbursements incurred by the Agent and the Banks in
connection with this Amendment and the transactions contemplated hereby and any
other expenses, legal fees and disbursements required to be paid pursuant to
section 17.1 of the Credit Agreement and not heretofore paid by the Borrower for
which an invoice has been submitted.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants that (a) the execution and delivery by the Borrower and
each Guarantor of this Amendment and the performance by the Borrower and each
Guarantor of all of its agreements and obligations under the Credit Agreement
and the Forbearance Agreement as amended hereby and the other Loan Documents are
within the corporate authority of the Borrower and each Guarantor and have been
duly authorized by all necessary corporate action on the part of the Borrower
and each Guarantor party thereto.
SECTION 4. RATIFICATION, ETC. Except as expressly amended hereby, the
Forbearance Agreement and the Credit Agreement and all documents, instruments
and agreements related thereto, including, but not limited to the Security
Documents, are hereby ratified and confirmed in all respects and shall continue
in full force and effect. The Forbearance Agreement and this Amendment shall be
read and construed as a single agreement. All references in the Forbearance
Agreement or any related agreement or instrument to the Forbearance Agreement
shall hereafter refer to the Forbearance Agreement as amended hereby. All
references in the Credit Agreement or any related agreement or instrument to the
Credit Agreement shall hereafter refer to the Credit Agreement as affected by
the Forbearance Agreement and this Amendment.
SECTION 5. NO WAIVER. Nothing contained herein shall constitute a waiver
of, impair or otherwise affect any Obligations, any other obligation of the
Borrower or any rights of the Agent or the Banks consequent thereon.
Furthermore, nothing in this Agreement shall be construed as a waiver of or
acquiescence in the Existing Event of Default, which shall continue in existence
subject only to the agreement of the Banks and the Agent set forth herein not to
enforce certain remedies for a limited period of time. Except as expressly
provided herein, the execution and delivery of this Agreement shall not: (i)
constitute an extension, modification, or waiver of any aspect of the Credit
Agreement; (ii) extend the terms of the Credit Agreement or the due date of any
of the Obligations; (iii) give rise to any obligation on the part of the Agent
or the Banks to extend, modify or waive any term or condition of the Credit
Agreement; or (iv) give rise to any defenses or counterclaims to the Agent's or
the Banks' right to demand payment of the Obligations or to otherwise enforce
their rights and remedies under the Credit Agreement. Following termination of
the Forbearance Period, the Agent and the Banks shall be entitled to enforce the
Credit Agreement according to the original terms of the Credit Agreement, as the
Credit Agreement has been heretofore amended from time to time.
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SECTION 6. RELEASE OF CLAIMS. The Borrower and, by executing the
attached Ratification of Guaranty, each of the Borrower's Subsidiaries hereby
releases the Agent and the Banks and all agents, officers, directors,
shareholders, or anyone acting at the direction or control of the Agent or each
or all Banks from any and all liabilities and claims under the Credit Agreement,
the Forbearance Agreement, this Amendment, the Registration Rights Agreement or
any Security Documents or otherwise in connection with the transactions
contemplated thereby, except those arising after the time of execution and
delivery of this Amendment.
SECTION 7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
SECTION 9. ENTIRE AGREEMENT. This Amendment, together with the
Forbearance Agreement contains the entire understanding among the parties hereto
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, except as herein contained.
SECTION 10. AMENDMENTS. Neither this Amendment nor any provision hereof
may be modified, supplemented, waived or amended, except pursuant to Section 11
of the Forbearance Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
a document under seal as of the date first above written.
AZTEC TECHNOLOGY PARTNERS, INC.
By: /s/ T. Kenwood Mullare
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Title: Secretary
BLUEFLAME INC. (DE)
(f/k/a PROFESSIONAL COMPUTER SOLUTIONS, INC.)
(HAVING JOINT AND SEVERAL LIABILITY FOR A
PORTION OF THE ACQUISITION LOANS HAVING AN
OUTSTANDING PRINCIPAL AMOUNT OF $15,000,000)
By: /s/ T. Kenwood Mullare
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Title: Secretary
FLEET NATIONAL BANK (AS AGENT AND AS A BANK)
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxx X. Xxx
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Name: Xxxxx X. Xxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /S/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President & Group Head
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XXXXXXXX XXXX XXXX XX XXXXXXXX
By: /s/ Xxxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: First Vice President
PEOPLE'S BANK
By: /s/ Xxxx X. XxXxxxx
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Name: Xxxx X. XxXxxxx
Title: Vice President
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RATIFICATION OF GUARANTY
Each of the undersigned guarantors hereby acknowledges and consents to
the foregoing Amendment as of June 29, 2001, and agrees that the Guaranty dated
as of (a) July 27, 1998; (b) September 17, 1998; (c) October 2, 1998, (d) June
26, 2000 or (e) November 1, 2000 from each of the undersigned Guarantors remain
in full force and effect, and each of the Guarantors confirms and ratifies all
of its obligations thereunder.
AZTEC INTERNATIONAL LLC
By: /s/ T. Kenwood Mullare
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Title: Secretary
AZTEC TECHNOLOGY PARTNERS OF NEW ENGLAND LLC
(f/k/a BAY STATE COMPUTER GROUP LLC)
By: /s/ T. Kenwood Mullare
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Title: Secretary
ENTRA COMPUTER CORP.
By: /s/ T. Kenwood Mullare
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Title: Secretary
TWO TWO TWO CORPORATION (f/k/a PCM, INC.)
By: /s/ T. Kenwood Mullare
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Title: Secretary
XXXXXXXX, XXXXXX & CO., INC.
By: /s/ T. Kenwood Mullare
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Title: Secretary
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BLUEFLAME INC. (DE) (f/k/a PROFESSIONAL COMPUTER
SOLUTIONS, INC.)
By: /s/ T. Kenwood Mullare
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Title: Secretary
PROFESSIONAL NETWORK SERVICES, INC.
By: /s/ T. Kenwood Mullare
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Title: Secretary
SOFTECH COMMUNICATIONS, INC.
By: /s/ T. Kenwood Mullare
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Title: Secretary
SOLUTIONS E.T.C. INC.
By: /s/ T. Kenwood Mullare
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Title: Secretary
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DIGITAL NETWORK ASSOCIATES LLC
By: /s/ T. Kenwood Mullare
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Title: Secretary
OFFICE EQUIPMENT SERVICE, INC.
By: /s/ T. Kenwood Mullare
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Name: T. Kenwood Mullare
Title: Secretary
BLUEFLAME, INC.
By: /s/ T. Kenwood Mullare
--------------------------------------------
Name: T. Kenwood Mullare
Title: Secretary
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