Exhibit 10.1
JPMORGAN CHASE BANK
SILICON VALLEY BANK
NATIONAL BANK OF CANADA
June 27, 2002
Boundless Technologies, Inc.
Boundless Manufacturing Services, Inc.
Boundless Acquisition Corp.
Boundless Corporation
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Re: Second Amended and Restated Credit Agreement, dated as of May 25,
2000, among Boundless Technologies, Inc. ("BTI"), Boundless
Manufacturing Services, Inc. ("BMS"; with BTI, the "Co-Borrowers"),
Boundless Acquisition Corp. ("BAC") and Boundless Corporation ("BC";
with BAC and the Co-Borrowers, collectively, the "Credit Parties")
and JPMorgan Chase Bank, Silicon Valley Bank and National Bank of
Canada (collectively, the "Lenders") and JPMorgan Chase Bank, as
administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), (as amended or supplemented from time to
time, the "Credit Agreement")
Gentlemen:
The Lenders hereby represent to the Credit Parties and The CIT
Group/Business Credit, Inc. ("CIT"), that the Lenders are the holders of the
Credit Agreement described above. The Lenders further represent to the Credit
Parties and CIT that, as of the date hereof, the total amount of outstanding
loans under the Credit Agreement and all other liabilities or indebtedness of
the Co-Borrowers to the Lenders under the Credit Agreement and the other loan or
collateral documents related thereto (collectively, the "Loan Documents"), is
$3,637,879.24 (collectively, the "Existing Obligations").
The Lenders have agreed to release their liens and security interests in
the personal property of the Credit Parties and to terminate the Credit
Agreement and the other Loan Documents upon satisfaction of the following
conditions: (a) $2,950,000 of the Existing Obligations shall be refinanced and
the Credit Parties shall execute and deliver to the Lenders term notes, in form
and substance satisfactory to the Lenders, in the aggregate amount of
$2,9500,000 (the "Term Notes"), (b) the Credit Parties shall deliver to the
Administrative Agent, a Mortgage by BTI, as mortgagor, granting to JPMorgan
Chase Bank, as collateral agent for the Lenders, as mortgagee (the "Mortgage") a
second lien on the parcel of real property and improvements thereon known as ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (the "Premises") as collateral security
for $2,570,000 of the obligations of the Credit Parties under the Term Notes;
(c) the Credit Parties shall pay to the Administrative Agent the sum of
$250,000, for the ratable distribution to the Lenders (the "Payment"), such
Payment to be made to the Administrative Agent by way of wire
transfer in immediately available funds directed as set forth below; (d) BC
shall deliver to the Lenders 750,000 shares of common stock of BC, substantially
on the terms described on Exhibit 1 hereto, and (e) the balance of the Existing
Obligations shall be satisfied by delivery by BC to the Lenders of redeemable,
1,250,000 of convertible preferred stock of BC, substantially on the terms
described on Exhibit 2 attached hereto. The wire transfer instructions are as
follows:
Bank Name: JPMorgan Chase Bank
ABA Routing No.: ▇▇▇▇▇▇▇▇▇
Re: Account: 801-005477
Re: Asset Based Misc.
The Lenders hereby further represent and confirm to the Credit Parties and
CIT that, upon payment to the Administrative Agent on this date of the Payment,
in immediately available funds, in accordance with the preceding paragraph and
the execution and delivery by the Credit Parties of the Term Notes and the
Mortgage: (i) the Credit Parties will not be indebted to the Lenders for any
reason under the Credit Agreement or the other Loan Documents, except for those
obligations set forth in Section 14.03 of the Credit Agreement which survive the
termination thereof and except for obligations evidenced by the Term Notes and
the Mortgage; (ii) the Credit Agreement, and the other Loan Documents and all of
the Administrative Agent's security interests in, security titles to and other
liens on all real and personal property assets of Credit Parties, for the
benefit of the Lenders, will be automatically terminated and released, except
for the lien on the Premises as provided in the Mortgage; (iii) the
Administrative Agent will execute, at the Credit Party's or CIT's expense, any
and all releases and other lien release documents as the Credit Parties or CIT
may reasonably request in order to evidence or otherwise give public notice of
such collateral terminations and releases; and (iv) the Administrative Agent
agrees that any monies or other evidences of payment that is collected in
Lockbox Account No. 6281, on behalf of the Credit Parties, after receipt of the
Payment shall be remitted promptly to CIT by wire transfer as follows:
The Chase Manhattan Bank
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ABA No.: ▇▇▇▇▇▇▇▇▇
Credit: The CIT Group/Business Credit, Inc.
Account No. 144024642
Re: Boundless Corporation
By signing below, the Credit Parties hereby agree to undertake to sell
certain machinery and equipment (the "Collateral") held at BMS's premises
located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "Sale"), and to pay
to the Lenders $380,000 (the "Sale Payment"), in the aggregate, upon the closing
of the Sale, and in any event on or before September 27, 2002, in such amounts
described in the Term Notes, to reduce the outstanding principal amount owing to
each Lender under their respective Term Note. Failure to make such payment shall
constitute an event of default under the Notes.
In addition, by signing below, CIT hereby agrees that, notwithstanding any
of CIT's rights in and to the Collateral and the proceeds thereof or any other
rights of CIT with respect thereto, CIT shall not prohibit the Credit Parties
from making the Sale Payment to the Lenders upon the consummation of the Sale.
CIT agrees not to enforce any of its rights in and to such Collateral or
proceeds until the earlier to occur of (a) that date when the Sale Payment
proceeds shall have been distributed to the Lenders in connection with the Sale
and (b) September 27, 2002.
The Lenders further acknowledge that the Credit Parties and CIT will rely
on this letter and the acknowledgments, certifications, confirmations and
agreements of the Lenders contained herein in connection with the financing to
be provided by CIT to the Credit Parties.
Very truly yours,
JPMORGAN CHASE BANK, as Administrative Agent
and a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
SILICON VALLEY BANK, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
NATIONAL BANK OF CANADA, as a Creditor
By: PNC Bank, National Association,
its-Attorney-in-Fact
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Acknowledged and Agreed to by:
Boundless Technologies, Inc.
Boundless Manufacturing Services, Inc.
Boundless Acquisition Corp.
Boundless Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Vice President of
each of the foregoing Corporations
Agreed to by:
The CIT Group/Business Credit, Inc.
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
EXHIBIT 1
BOUNDLESS CORPORATION
COMMON STOCK ISSUANCE
Offering: Issuance of Authorized and Unissued Common Stock
Registration Rights: The company will file a registration statement with
the Securities and Exchange Commission not later
than 90 days from the date hereof with respect to
the registration of the common stock for resale
under the securities laws and will use its best
efforts to have such registration statement declared
effective by the Securities and Exchange Commission
as soon as possible thereafter.
Anti-Dilution Rights: The common stock will have anti-dilution rights with
respect to issuances of stock for an amount less
than the fair market value of such stock on the date
hereof.
EXHIBIT 2
BOUNDLESS CORPORATION
PREFERRED STOCK TRADE SETTLEMENT
Offering: Issuance of Authorized and Unissued Preferred Stock
Security: Redeemable, Convertible Preferred Stock
Term: Mandatory Redemption 6/30/12
Common Stock Preferred Stock will be convertible into common stock
at $3.00 per share.
Conversion: The Preferred Stock is convertible commencing one
year after issuance.
Investors: Offering only available to "Accredited Investors".
Registration Rights: The common stock into which the Preferred Stock is
convertible will be registered for resale under the securities laws the earlier
of one year from issuance of the Preferred Stock, or 150 days after the closing
price of the common stock exceeds $1.50 a share for ten consecutive days.
