EXHIBIT 10.6
FIFTH AMENDMENT TO
CREDIT AGREEMENT
This Fifth Amendment is made as of November , 2002 among SYNERGX SYSTEMS,
INC. (f/k/a Firetector Inc.), a Delaware corporation (the "Company"); GENERAL
SOUND (TEXAS) COMP ANY , a Delaware corporation ("General"); XXXXX SYSTEMS INC.,
a New York corporation ("Xxxxx"); and PYROTECH SERVICE INC., a New York
corporation ("Pyrotech" and collectively with the Company, General and Xxxxx,
the "Borrowers") as co-borrowers and CITIZENS BUSINESS CREDIT COMPANY , a
division of Citizens Leasing Corporation, a Rhode Island corporation
(hereinafter referred to as "Citizens") as lender.
WHEREAS, the Borrowers and Citizens are parties to a Credit Agreement dated
as June 28, 1998 (as amended, the "Credit Agreement");
WHEREAS, Mirtronics Inc., the principal stockholder of the Company,
proposes to reduce its ownership of the Company below 40% as currently required
by the Credit Agreement;
NOW THEREFORE, the parties agree as follows:
1. Section 4.26 Controlling Interest is amended in its entirety to read as
follows:
"The stockholders of the Company designated in Schedule 4.26 will at all
times own a Controlling Interest in the Company and its subsidiaries.
"Controlling Interest shall mean sufficient voting control to designate a
majority of the board of directors. Notwithstanding anything to the
contrary contained herein, the stockholders of the Company designated on
Schedule 4.26 shall be permitted to reduce their aggregate beneficial
ownership to twenty-five percent (25%) of the Company's equity provided
that at any time during this Agreement no other person or entity has
greater voting power."
2. Except as set forth in this Fifth Amendment, the Fourth Amendment dated
as of June 24, 2002, the Third Amendment dated as of May 14, 2002, the Second
Amendment dated as of October 1, 2001 and the First Amendment dated as of
October 10, 2000, the Credit Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment under
seal as of the date first above written.
BORROWERS:
SYNERGX SYSTEMS, INC.
(f/k/a Firetectr
By:
Xxxx X. Xxxxxxxx . Chief Financial Officer
GENERAL SOUND (TEXAS) COMPANY
By:
Xxxx X. Xxxxxxxx . Chief Financial Officer
XXXXX SYSTEMS INC.
By:
Xxxx X. Xxxxxxxx . Chief Financial Officer
PYROTECH SERVICE INC.
By:
Xxxx X. Xxxxxxxx . Chief Financial Officer
LENDER:
CITIZENS BUSINESS CREDIT COMPANY
By:
Xxxxxxx X. X'Xxxxx
Senior Vice President
Systems Service Technology Inc., a subsidiary of the Company, consents to the
foregoing amendment and acknowledges the continuing validity of its Guaranty
dated June 23, 1998.
Systems Service Technology Inc.
By:
Xxxx X. Xxxxxxxx . Chief Financial Officer
