EXHIBIT 10
FIRST AMENDMENT TO LOAN AGREEMENT
---------------------------------
THIS FIRST AMENDMENT (this "Amendment") dated as of
July 31, 1996 is by and among the several borrowers
(each a "Borrower" and collectively "Borrowers") listed
on the signature pages hereto and CoreStates Bank, N.A.
(the "Bank").
BACKGROUND
A)Borrowers and the Bank executed a Loan Agreement
dated as of November 16, 1995 (such Loan Agreement as
amended hereby and may be amended from time to time,
the "Loan Agreement") pursuant to which the Bank made
available to Borrowers a $25,000,000 revolving
credit/term loan facility.
B)Pursuant to Section 2.22 of the Loan Agreement, any
Subsidiary of Peak Technologies Group. Inc. ("Peak")
may become a Borrower under the Loan Agreement, subject
to the terms and conditions set forth in Section 2.22.
C)Borrowers wish to join the following Subsidiaries of
Peak (each such joining Subsidiary a "New Borrower" and
collectively "New Borrowers") to the Loan Agreement:
(1) Peak Technologies Canada Limited;
(2) Peak Technologies BV (Benelux);
(3) Peak Technologies AS (Norway);
(4) Acquidata SA (France);
(5) Barcode BC Systeme (Switzerland);
(6) SASS Computers GMBH (Germany);
(7) Peak Technologies Holdings GMBH (Germany); and
(8) Peak Technologies SA (France).
(D)Borrowers have requested and the Bank is agreeable
to an increase in the Commitment to $32,000,000.
(E)Borrowers have also requested and the Bank is
agreeable to an increase in the Foreign Currency
Sublimit to $10,000,000.
(F)The parties, therefore, are entering into the
following Amendment for such purposes and to otherwise
amend the Loan Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the
parties hereto agree as follows:
1. Defined Terms. Capitalized terms not otherwise
defined in this Amendment will have the meanings
herein given to such terms in the Loan Agreement.
2. Conditions. The Bank's obligations hereunder are
subject to the following terms and conditions:
(A) At or before execution of this Amendment,
Borrowers shall deliver to the Bank the following
documents:
(1) a joinder agreement (the "Joinder Agreement"),
executed by each of the New Borrowers, in form and
substance satisfactory to the Bank, whereby each of
the New Borrowers shall become Borrower under and in
accordance with the Loan Agreement; and
(2) an allonge to the Note (the "Allonge") executed
by each of the Borrowers, inclusive of the New Borrowers.
(B) Within 30 days of the date hereof, Borrowers
shall deliver the following documents to the Bank:
(1) a copy, certified in writing as of the date
hereof by the Secretary or Assistant Secretary
of each Borrower, of resolutions of the Board of
Directors of such Borrower evidencing approval or
ratification of this Amendment, the Allonge and other
matters contemplated hereby;
(2) a copy, certified in writing as of the date hereof
by the Secretary or Assistant Secretary of each New
Borrower, of resolutions of the Board of Directors
of such New Borrower evidencing approval or ratification
of the Joinder Agreement (or such other documentation or
evidence of such action that is the equivalent under
relevant applicable law), the Allonge and other matters
contemplated hereby;
(3) opinions of counsel for each Borrower and New
Borrower acceptable to the Bank dated the date hereof
in form and substance reasonably satisfactory to
the Bank;
(4) a certificate dated the date hereof by the
Secretary or an Assistant Secretary of each New
Borrower as to the names and signatures of the
officers of such New Borrower authorized to sign
the Joinder Agreement and the Allonge and the other
documents or certificates to be executed and delivered
pursuant to the Loan Agreement, as amended hereby;
(5) copies of the Bylaws or the equivalent document
of each New Borrower, certified as true, correct and
complete by such New Borrower's Secretary or Assistant
Secretary on behalf of such New Borrower; and
(6) With respect to each New Borrower, certificates
dated within 30 days of the date hereof for United States
jurisdictions and, as the Bank may require, for
jurisdictions outside of the United States, issued by
the Secretary of State (or similar official) of its
jurisdiction of incorporation stating that such New
Borrower is a corporation duly incorporated and in
good standing under the laws of such jurisdiction
(or such other documentation or evidence of such action
that is the equivalent under relevant applicable law).
3. Amendments to the Loan Agreement. The Loan
Agreement is hereby amended as follows:
(A) The definition for "Commitment" is hereby
amended in its entirety to read as follows:
"Commitment" at any time, means $32,000,000 as such
amount may be reduced in accordance with Section 2.1(D).
(B) The definition for "Foreign Currency Sublimit"
is hereby amended in its entirety to read as follows:
Foreign Currency Sublimit" means $10,000,000.
4. Confirmation of Representations and Warranties.
In order to induce the Bank to enter into this
Amendment, each Borrower hereby confirms, represents
and warrants (A) that the representations and warranties
set forth in the Loan Agreement are accurate on and
as of the date hereof as though made on and as of
this date (or, to the extent any such representation
or warranty expressly relates to a specific date, as
of such specific date) except for changes permitted
in the Loan Agreement or in writing by the Bank; and
(B) No Event of Default or Unmatured Event of Default
shall have occurred and be continuing or will result
from the execution by Borrowers of this Amendment or
any other document contemplated herein.
5. No Waiver; Acknowledgment of each Borrower. With
the exception of written waivers granted by the Bank
to the Borrowers prior to the date hereof, no Unmatured
Event of Default or Event of Default existing on the
date hereof or having occurred prior hereto shall be
deemed to have been waived by the Bank by reason of
entering into this Amendment. Each Borrower acknowledges
its indebtedness presently owed by such Borrower to the
Bank and hereby reaffirms its obligation to pay such
indebtedness to the Bank in full according to the terms
of the Loan Agreement. Each Borrower confirms that it
has no defenses, setoffs, or counterclaims to the
exercise by the Bank of its remedies under the Loan
Agreement or applicable law.
6. Payment of Fees and Expenses. Each Borrower agrees
to pay on demand or to reimburse the Bank, and to save
the Bank harmless against liability for payment of, all
the reasonable out-of-pocket expenses arising in
connection with the review, preparation and enforcement
of this Amendment (including, without limitation, the
reasonable fees and expenses of counsel to the Bank).
7.Continuation of Provisions. The Loan Agreement shall
remain in full force and effect except to the extent
amended hereby. From and after the date that this
Amendment becomes effective, any reference in the Loan
Agreement or similar term, shall be and mean a reference
to the Loan Agreement as amended hereby and as the same
may be further amended, modified or supplemented from
time to time.
8. Miscellaneous.
(A) This Amendment contains all of the modifications to
the Loan Agreement. No further modifications shall be
deemed effective, unless in writing executed in accordance
with the Agreement.
(B) This Amendment shall be binding upon the parties
hereto, their successors and assigns.
(C) This Amendment shall be construed and enforced in
accordance with the laws of the Commonwealth of
Pennsylvania.
9. Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall constitute
an original agreement, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each Borrower and the Bank have
caused this Amendment to be duly executed by their
respective duly authorized officers as of the date
first above written.
THE PEAK TECHNOLOGIES GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx Address:
----------------------
Name: Xxxxxxx X. Xxxxxx 0000 Xxxxxx Xxxx
Title: V.P. Corporate Controller Xxxxxxxx, Xxxxxxxx 00000
Fax (000) 000-0000
Attest: /s/ Xxxx Xxxxx
--------------------
PEAK TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx 0000 Xxxxxx Xxxx
Title: V.P. Corporate Controller Xxxxxxxx, Xxxxxxxx 00000
Fax (000) 000-0000
Attest: /s/ Xxxx Xxxxx
--------------------
TELPAR, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------- 0000 Xxxxxxxxx Xxx
Name: Xxxxxxx X. Xxxxxx Xxxxxxx, XX 00000
Title: V.P. Corporate Controller Fax (000) 000-0000
Attest: /s/ Xxxx Xxxxx
--------------------
PEAK TECHNOLOGIES UK LIMITED
By: /s/ Xxxxxxx X. Xxxxxx 3 Prince Rupert House
---------------------- Bumpers Farm Chippenham
Name: Xxxxxxx X. Xxxxxx Wiltshire UK SN146LH
Title: V.P. Corporate Controller
Attest: /s/ Xxxx Xxxxx
--------------------
CORESTATES BANK, N.A
By: /s/ Xxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxx
--------------------- Xxxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
