Exhibit 10.5
FIRST AMENDMENT TO SECURITY AGREEMENT
THIS FIRST AMENDMENT TO SECURITY AGREEMENT ("AMENDMENT") dated July
2, 2003, is made and entered into on the terms and conditions hereinafter set
forth, by and between FIND/SVP, INC., a New York corporation ("BORROWER"), and
PETRA MEZZANINE FUND, L.P., a Delaware limited partnership ("LENDER").
RECITALS:
WHEREAS, Lender has made a term loan to Borrower in the original
principal amount of $3,000,000.00 (the "LOAN"); and
WHEREAS, as a condition to Lender making the Loan to Borrower, Borrower
and Lender have entered into that certain Security Agreement (the "AGREEMENT")
dated April 1, 2003, by and between Borrower and Lender, pursuant to which
Borrower granted Lender a security interest in the Collateral for the purpose of
securing the obligations of Borrower to Lender more particularly described
therein; and
WHEREAS, at Borrower's request, Lender has agreed to make an additional
loan to Borrower in the original principal amount of $500,000.00 (the
"ADDITIONAL LOAN"); and
WHEREAS, Borrower and Lender desire to amend the Agreement to reflect
that the Agreement secures the Additional Loan.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Agreement is hereby amended in all respects necessary to reflect
that it secures the Additional Loan.
2. The definition of "Loan" in the Recitals of the Agreement is hereby
amended in all respects necessary to reflect that it includes the Additional
Loan.
3. The definition of "Note" in the Recitals of the Agreement is hereby
amended in all respects necessary to reflect that such term refers to (a) that
certain Promissory Note dated April 1, 2003, in the amount of $3,000,000.00,
made and executed by Borrower, payable to the order of Lender and (b) that
certain Promissory Note dated July 2, 2003, in the amount of $500,000.00, made
and executed by Borrower, payable to the order of Lender, together with any and
all amendments, modifications, supplements, extensions, renewals, substitutions
and/or replacements thereof.
4. Borrower represents and warrants that the representations and
warranties set forth in SECTION 3 of the Agreement are true and correct and as
of the date of this Amendment that no default or Event of Default exists under
this Agreement or any other documents executed in connection therewith.
5. Except as amended herein, the Agreement shall remain in full force
and effect. This Amendment does not constitute a waiver of any default or Event
of Default under the Agreement, whether or not Lender is aware of any such
default or Event of Default.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or
have caused this Amendment to be executed by their duly authorized officers or
other representatives, as of the date first above written.
BORROWER:
FIND/SVP, INC.
By: /s/ Xxxxx Xxxxx
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Title: Chief Financial Officer
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LENDER:
PETRA MEZZANINE FUND, L.P.
By: Petra Partners, LLC, its general partner
By: /s/ Xxxxxx X. X'Xxxxx III
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Xxxxxx X. X'Xxxxx III,
Managing Member
