SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is entered
into to be effective as of October 31, 2001, between XXXXXXXX CORPORATION, a
Delaware corporation ("BORROWER"), each of the banks or other lending
institutions which is a signatory to this Amendment (collectively,
"LENDERS"), and X.X. XXXXXX CHASE BANK (formerly known as The Chase Manhattan
Bank), individually as a Lender and Issuing Bank and as Administrative Agent
(in such capacity, together with its successors and assigns, "ADMINISTRATIVE
AGENT"), and COMPASS BANK, as Syndication Agent.
R E C I T A L S
A. Borrower, Administrative Agent, Syndication Agent, and Lenders are
parties to the Credit Agreement, dated June 6, 2001 (as renewed, extended,
modified, and amended from time to time, the "CREDIT AGREEMENT"), providing
for a line of credit and a letter of credit facility to Borrower by the
Lenders therein.
B. Borrower has requested an amendment to the Credit Agreement to, among
other things, reset certain financial covenants, other covenants, and pricing
levels.
C. Borrower, the Administrative Agent, the Syndication Agent, and
Required Lenders now desire to amend the Credit Agreement as requested by
Borrower.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Administrative Agent,
Syndication Agent, and Required Lenders agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this document (a)
terms defined in the Credit Agreement have the same meanings when used in
this document and (b) references to "SECTIONS," "SCHEDULES," and "EXHIBITS"
are to the Credit Agreement's sections, schedules, and exhibits.
2. AMENDMENTS. The Credit Agreement is hereby amended as follows:
(a) The following definitions in SECTION 1.01 are entirely amended as
follows
"APPLICABLE MARGIN" MEANS:
(i) ON ANY DATE OF DETERMINATION BEGINNING OCTOBER 31, 2001, THROUGH
THE DATE THAT A COMPLIANCE CERTIFICATE IS DELIVERED HEREUNDER FOLLOWING THE
FISCAL QUARTER ENDING JULY 31, 2002, 2.00% IN THE CASE OF ABR LOANS, 3.50%
IN THE CASE OF EURODOLLAR LOANS, AND 0.50% IN THE CASE OF COMMITMENT FEES;
AND
(ii) ON ANY DATE OF DETERMINATION OCCURRING ON AND AFTER THE DATE THAT
A COMPLIANCE CERTIFICATE HAS BEEN DELIVERED HEREUNDER FOR THE FISCAL QUARTER
ENDING JULY 31, 2002, THE PERCENTAGE PER ANNUM SET FORTH IN THE TABLE BELOW
FOR ABR LOANS, EURODOLLAR LOANS, AND COMMITMENT FEES (AS THE CASE MAY BE)
THAT CORRESPONDS TO THE LEVERAGE RATIO AT SUCH DATE OF DETERMINATION, AS
CALCULATED ON THE QUARTERLY COMPLIANCE CERTIFICATE OF BORROWER MOST RECENTLY
DELIVERED PURSUANT TO SECTION 6.01(c) HEREOF:
================================================================================
APPLICABLE MARGIN (PER ANNUM)
------------------------------------------
LEVERAGE RATIO ABR Loans Eurodollar Commitment
Loans Fees
================================================================================
Less than or equal to 0.50
0.50% 2.00% 0.375%
--------------------------------------------------------------------------------
Greater than 0.5 but less than
or equal to 1.0 0.75% 2.25% 0.50%
--------------------------------------------------------------------------------
Greater than 1.0 but less than
or equal to 1.5 1.00% 2.50% 0.50%
--------------------------------------------------------------------------------
Greater than 1.5 but less than
or equal to 2.0 1.25% 2.75% 0.50%
================================================================================
"EBITDA" MEANS, AS TO ANY PERSON FOR ANY PERIOD, WITHOUT DUPLICATION,
THE AMOUNT EQUAL TO THE FOLLOWING CALCULATED FOR THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES ON A CONSOLIDATED BASIS: NET INCOME (EXCLUDING
ANY EXTRAORDINARY GAINS OR LOSSES) DETERMINED IN ACCORDANCE WITH GAAP, PLUS
TO THE EXTENT DEDUCTED FROM NET INCOME, INTEREST EXPENSE, INCOME TAX
EXPENSES, DEPRECIATION, AND AMORTIZATION, PLUS WITH RESPECT TO BORROWER,
RESTRUCTURING AND OTHER ONE-TIME CHARGES RELATING TO THE ACQUISITION OF THE
TARGET NOT TO EXCEED $18,500,000.
(b) SECTION 1.01 is amended to add the following definitions:
"AGGREGATE REVOLVING CREDIT EXPOSURE" MEANS, ON ANY DATE OF
DETERMINATION, THE SUM OF EACH LENDER'S REVOLVING CREDIT EXPOSURE.
"AVAILABLE AMOUNT" MEANS ON ANY DATE OF DETERMINATION, THE LESSER
OF (i) THE DIFFERENCE OF THE AGGREGATE AMOUNT OF ALL LENDERS'
COMMITMENTS MINUS THE AGGREGATE REVOLVING CREDIT EXPOSURE, (ii) THE
DIFFERENCE OF THE BORROWING BASE MINUS THE AGGREGATE REVOLVING CREDIT
EXPOSURE AND (iii) UNTIL SUCH TIME AS DELIVERY OF THE COMPLIANCE
CERTIFICATE FOR THE FISCAL QUARTER ENDING JANUARY 31, 2002, HAS
OCCURRED, $45,000,000. ON AND AFTER SUCH DATE THAT THE LEVERAGE RATIO
IS LESS THAN 2.00 TO 1.00 (AS CALCULATED WITHOUT GIVING EFFECT TO THE
SPECIAL ANNUALIZED DEFINITION OF EBITDA SET FORTH IN SECTION 7.09(b)),
THE AVAILABLE AMOUNT SHALL BE AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT
OF ALL LENDERS' COMMITMENTS MINUS THE AGGREGATE REVOLVING CREDIT
EXPOSURE."
"BORROWING BASE" MEANS, ON ANY DATE OF DETERMINATION, AN AMOUNT
EQUAL TO THE SUM OF 90% OF (i) ELIGIBLE RECEIVABLES PLUS (ii) 100% OF
ALL RECEIVABLES THAT HAVE NOT BEEN INVOICED BY BORROWER.
"BORROWING BASE CERTIFICATE" MEANS A CERTIFICATE IN THE FORM OF
EXHIBIT "I", WITH APPROPRIATE COMPLETIONS.
"ELIGIBLE RECEIVABLES" MEANS, SUBJECT TO THE NEXT SENTENCE, ONLY
RECEIVABLES ARISING OUT OF BONA FIDE SALES MADE BY BORROWER OR ANY
DOMESTIC SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS, TO THE EXTENT
THAT THE RECEIVABLES ARE NOT IN DISPUTE AND UNLESS DEEMED INELIGIBLE BY
A GOOD FAITH REASONABLE DETERMINATION BY ADMINISTRATIVE AGENT. NO
RECEIVABLE SHALL BE AN ELIGIBLE RECEIVABLE IF SUCH RECEIVABLE IS MORE
THAN NINETY (90) DAYS HAS PASSED FROM THE DUE DATE OF THE ORIGINAL
INVOICE.
(c) SECTION 2.01 is amended in its entirety as follows:
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SECTION 2.01 COMMITMENTS. (a) SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH HEREIN, EACH LENDER AGREES TO MAKE LOANS TO THE BORROWER FROM
TIME TO TIME DURING THE AVAILABILITY PERIOD IN AN AGGREGATE PRINCIPAL
AMOUNT THAT WILL NOT RESULT IN (i) SUCH LENDER'S REVOLVING CREDIT
EXPOSURE EXCEEDING SUCH LENDER'S COMMITMENT, (ii) THE AMOUNT OF ANY
REQUESTED LOAN EXCEEDING THE AVAILABLE AMOUNT, OR (iii) THE AGGREGATE
REVOLVING CREDIT EXPOSURE EXCEEDING THE AGGREGATE AMOUNT OF ALL LENDERS'
COMMITMENTS. WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE BORROWER MAY BORROW, PREPAY AND
REBORROW LOANS.
(d) SECTION 2.08(c) is renumbered as 2.08(d). SECTION 2.08(b) is amended
in its entirety and a new SECTION 2.08(c) is added as follows:
(b) Notwithstanding provisions regarding minimum prepayment amounts
to the contrary, the Borrower shall, from time to time, upon demand of
the Administrative Agent, prepay the Loans in such amounts as shall be
necessary so that at all times the Aggregate Revolving Credit Exposure
is equal to or less than the aggregate amount of all Lenders'
Commitments.
(c) Notwithstanding anything contained herein to the contrary
regarding minimum prepayment amounts, if at such time that Borrower
delivers its Borrowing Base Certificate to Administrative Agent, the
Aggregate Revolving Credit Exposure exceeds the Borrowing Base, then
Borrower shall immediately prepay the Loans by an amount equal to the
excess.
(e) SECTION 6.01(c) is amended to remove the reference to SECTION 7.09(b).
(f) SECTION 6.01 is amended to add a new SUBSECTION 6.01(d) following
SUBSECTION (c), as follows, and to designate the existing SUBSECTIONS (d)
through (h) accordingly as SUBSECTIONS (e) through (i):
(d) UNTIL SUCH TIME THAT THE LEVERAGE RATIO IS LESS THAN 2.00 TO
1.00 (AS CALCULATED WITHOUT GIVING EFFECT TO THE SPECIAL ANNUALIZED
DEFINITION OF EBITDA SET FORTH IN SECTION 7.09(b)) (THE "BORROWING BASE
PERIOD"), WITHIN 30 DAYS AFTER THE END OF EACH CALENDAR MONTH, (i) A
BORROWING BASE CERTIFICATE, EXECUTED BY A FINANCIAL OFFICER OF BORROWER;
(ii) BEGINNING DECEMBER 30, 2001, A RECEIVABLES AGING SUMMARY REPORT IN
THE FORM ACCEPTABLE TO ADMINISTRATIVE AGENT, EXECUTED BY A FINANCIAL
OFFICER OF BORROWER, AND, AT ADMINISTRATIVE AGENT'S FURTHER REQUEST,
LISTING RECEIVABLES BY THE ACCOUNT DEBTOR, THE AGE OF THE RECEIVABLES,
THE AMOUNT OF THE RECEIVABLES AND THE ADDRESS OF THE ACCOUNT DEBTOR;
AND (iii) A CERTIFICATE OF A FINANCIAL OFFICER OF BORROWER SETTING FORTH
REASONABLY DETAILED CALCULATIONS DEMONSTRATING COMPLIANCE WITH SECTION
7.09(b) AND CERTIFYING AS TO THOSE FACTS SET FORTH IN SECTION 6.01(c)(i)
AND (c)(iii) ABOVE AS TO SUCH CALCULATION. AFTER THE BORROWING BASE
PERIOD HAS EXPIRED, BORROWER SHALL DEMONSTRATE COMPLIANCE WITH
SECTION 7.09(b) IN THE SAME MANNER AS PROVIDED IN SECTION 6.01(c) FOR
THE OTHER FINANCIAL COVENANTS.
(g) SECTION 7.04(e) is amended in its entirety as follows:
(e) ON AND AFTER SUCH DATE THAT BORROWER HAS DEMONSTRATED THAT
THE LEVERAGE RATIO IS LESS THAN 2:00 TO 1:00 (AS CALCULATED WITHOUT
GIVING EFFECT TO THE SPECIAL ANNUALIZED DEFINITION OF EBITDA SET FORTH
IN SECTION 7.09(b)), PERMITTED ACQUISITIONS, PROVIDED THAT THE AGGREGATE
AMOUNT OF CONSIDERATION PAID IN WHATEVER FORM (CASH, SECURITIES, OR
OTHER
3
PROPERTY) FOR ALL SUCH PERMITTED ACQUISITIONS DOES NOT EXCEED IN THE
AGGREGATE $15,000,000 DURING THE TERM OF THIS AGREEMENT; AT ALL TIMES
PRIOR TO COMPLIANCE WITH SUCH LEVERAGE RATIO, PERMITTED ACQUISITIONS
WILL REQUIRE THE CONSENT OF REQUIRED LENDERS;
(h) SECTION 7.09 is deleted in its entirety and amended as follows:
SECTION 7.09 FINANCIAL COVENANTS.
(a) FOR THE FISCAL QUARTER ENDING OCTOBER 31, 2001, THERE WILL BE NO
INTEREST COVERAGE RATIO TEST. THEREAFTER, BORROWER WILL NOT PERMIT THE
INTEREST COVERAGE RATIO TO BE LESS THAN 5.00 TO 1.00 FOR EACH ROLLING
PERIOD, COMMENCING WITH THE ROLLING PERIOD ENDING JANUARY 31, 2002.
(b) THE BORROWER WILL NOT PERMIT THE LEVERAGE RATIO TO BE GREATER
THAN THE LEVELS SET FORTH IN THE CHART BELOW FOR THE CORRESPONDING ROLLING
PERIOD:
===============================================================================
Quarter Ended Leverage Ratio
===============================================================================
October 31, 2001 No Leverage Test
-------------------------------------------------------------------------------
January 31, 2002 2.25 to 1.00
-------------------------------------------------------------------------------
April 30, 2002 2.25 to 1.00
-------------------------------------------------------------------------------
July 31, 2002 2.25 to 1.00
-------------------------------------------------------------------------------
October 31, 2002 and
all times thereafter 2.00 to 1.00
===============================================================================
FOR THE PURPOSES OF CALCULATING EBITDA FOR BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES ON A CONSOLIDATED BASIS FOR ANY ROLLING PERIOD FOR USE IN THIS
FINANCIAL COVENANT SET FORTH IN SECTION 7.09(b), EBITDA MEANS (a) ON ANY
DATE OF DETERMINATION AFTER JANUARY 31, 2002 THROUGH (BUT NOT INCLUDING)
APRIL 30, 2002, EBITDA FOR THE FISCAL QUARTER ENDING JANUARY 31, 2002,
MULTIPLIED BY FOUR; (b) ON ANY DATE OF DETERMINATION ON AND AFTER APRIL 30,
2002 THROUGH (BUT NOT INCLUDING) JULY 31, 2002, EBITDA FOR THE TWO FISCAL
QUARTERS ENDING APRIL 30, 2002, MULTIPLIED BY TWO; (c) ON ANY DATE OF
DETERMINATION ON AND AFTER JULY 31, 2002 THROUGH (BUT NOT INCLUDING)
OCTOBER 31, 2002, EBITDA FOR THE THREE FISCAL QUARTERS ENDING JULY 31, 2002,
MULTIPLIED BY 4/3; AND (d) AT ALL TIMES ON AND AFTER OCTOBER 31, 2002,
EBITDA WILL BE CALCULATED FOR EACH ROLLING PERIOD.
(c) THE BORROWER WILL NOT PERMIT THE RATIO OF (i) THE SUM OF 80%
OF RECEIVABLES OF BORROWER AND ITS CONSOLIDATED SUBSIDIARIES PLUS CASH
OF BORROWER AND ITS CONSOLIDATED SUBSIDIARIES PLUS SHORT TERM
INVESTMENTS OF BORROWER AND ITS CONSOLIDATED SUBSIDIARIES, ON A
CONSOLIDATED BASIS, DIVIDED BY (ii) FUNDED DEBT OF BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES ON A CONSOLIDATED BASIS, TO BE LESS THAN 1.30
AT ANY TIME.
(i) A new EXHIBIT I is added in the form of the attached EXHIBIT I.
3. EXTENSION AND WAIVER. Required Lenders waive any Default or Event of
Default resulting from Borrower's failure to deliver executed Deposit Account
Control Agreements and the pledge of 65% of the Equity of Check Solutions
International B.V., as required to be delivered within 30 days of Closing by
that certain Letter Agreement dated June 6, 2001, and hereby extend such
delivery deadline until January 31, 2001. Except as expressly stated, this
Paragraph is not a waiver of any other existing or future Defaults or Events
of Default or a waiver of Administrative Agent's or any Lender's Rights to
insist upon compliance by all relevant parties with each Loan Document.
4
4. AMENDMENT OF
CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.
(a) All references in the Loan Documents to the Credit Agreement shall
henceforth include references to the Credit Agreement as modified and amended
by this Amendment, and as may, from time to time, be further modified,
amended, restated, extended, renewed, and/or increased.
(b) Any and all of the terms and provisions of the Loan Documents are
hereby amended and modified wherever necessary, even though not specifically
addressed herein, so as to conform to the amendments and modifications set
forth herein.
5. CONDITIONS PRECEDENT. Notwithstanding any contrary provision herein,
the amendments described in PARAGRAPH 2 above are not effective unless and
until:
(a) the representations and warranties in this Amendment, the Credit
Agreement, and all other Loan Documents are true and correct in all material
respects;
(b) Administrative Agent shall have received counterparts of this
Amendment executed by Borrower and all Lenders on the signature page or pages
of this document;
(c) Administrative Agent shall have received evidence of Release of Tax
Lien; and
(d) Payment by Borrower of all costs, fees, and expenses of
Administrative Agent, including, without limitation, the reasonable fees and
expenses of Administrative Agent's counsel.
6. RATIFICATIONS. Borrower (a) ratifies and confirms all provisions of
the Loan Documents as amended by this Amendment, (b) ratifies and confirms
that all guaranties, assurances, and liens granted, conveyed, or assigned to
the Administrative Agent for the benefit of the Lenders under the Loan
Documents are not released, reduced, or otherwise adversely affected by this
Amendment and continue to guarantee, assure, and secure full payment and
performance of the present and future Obligation, and (c) agrees to perform
such acts and duly authorize, execute, acknowledge, deliver, file, and record
such additional documents and certificates as Administrative Agent may
reasonably request in order to create, perfect, preserve, and protect those
guaranties, assurances, and liens.
7. REPRESENTATIONS. Borrower represents and warrants to the
Administrative Agent and Lenders that as of the date of this Amendment: (a)
this Amendment has been duly authorized, executed, and delivered by Borrower;
(b) no action of, or filing with, any Governmental Authority is required to
authorize, or is otherwise required in connection with, the execution,
delivery, and performance by Borrower of this Amendment; (c) the Loan
Documents, as amended by this Amendment, are valid and binding upon Borrower
and are enforceable against Borrower in accordance with their respective
terms, except as limited by bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or other similar laws affecting creditors' rights
generally, and general principles of equity; (d) the execution, delivery, and
performance by Borrower of this Amendment do not require the consent of any
other Person and do not and will not constitute a violation of its
certificate of incorporation, bylaws, or order of any Governmental Authority,
or material agreements to which Borrower is a party or by which Borrower is
bound; (e) all representations and warranties in the Loan Documents are true
and correct in all material respects on and as of the date of this Amendment,
except to the extent that (i) any of them speak to a different specific date,
or (ii) the facts on which any of them were based have been changed by
transactions contemplated or permitted by the Credit Agreement; and (f) both
before and after giving effect to this Amendment, no Default exists.
5
8. MISCELLANEOUS. Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each other
gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment shall be construed,
and its performance enforced, under
Texas law, (d) if any part of this
Amendment is for any reason found to be unenforceable, all other portions of
it nevertheless remain enforceable, and (e) this Amendment may be executed in
any number of counterparts with the same effect as if all signatories had
signed the same document, and all of those counterparts must be construed
together to constitute the same document.
9. ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED
BY THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT
THE SUBJECT MATTER OF THE CREDIT AGREEMENT AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES TO FOLLOW].
6
SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT,
Dated as of October 31, 2001
amending Credit Agreement, dated June 6, 2001,
by and among Xxxxxxxx Corporation, as Borrower,
X.X. Xxxxxx Chase Bank, as Administrative Agent,
and the Lenders named on Schedule 2.01 thereto
XXXXXXXX CORPORATION
By: /s/ Xxxx X. Xxxxxxxx, Xx.
-------------------------------------
Xxxx X. Xxxxxxxx, Xx.
Chief Executive Officer
X.X. XXXXXX CHASE BANK, individually as a
Lender and Issuing Bank and as
Administrative Agent
By: /s/ Xxx Xxxxxx
-------------------------------------
Xxx Xxxxxx
Vice President
COMPASS BANK,
Individually as a Lender
and as Syndication Agent
By: /s/ R. Xxxxx Xxxx
-------------------------------------
R. Xxxxx Xxxx
Vice President
SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT
SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT,
Dated as of October 31, 2001
amending Credit Agreement, dated June 6, 2001,
by and among Xxxxxxxx Corporation, as Borrower,
X.X. Xxxxxx Chase Bank, as Administrative Agent,
and the Lenders named on Schedule 2.01 thereto
FIRSTAR BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
------------------------------
XXXXX FARGO BANK
TEXAS,
NATIONAL ASSOCIATION
By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT
CONSENT OF GUARANTOR
To induce Lenders to enter into this Amendment, the undersigned (a)
consents and agrees to execution and delivery of the Amendment, (b) ratifies
and confirms that all guaranties, assurances, and Liens granted, conveyed, or
assigned to Lender under the Loan Documents are not released, diminished,
impaired, reduced, or otherwise adversely affected by this Amendment and
continue to guarantee, assure, and secure the full payment and performance of
all present and future Obligation, (c) that any liens and security interests
in any collateral created under the Loan Documents secure, among other
indebtedness, Borrower's obligations under the Credit Agreement, as amended
by the Amendment, (d) all liabilities and obligations guaranteed by the
undersigned pursuant to any guaranty executed by the undersigned include,
without limitation, the indebtedness evidenced by the Credit Agreement, as
amended by the Amendment, (e) agrees to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional guaranties,
assignments, security agreements, deeds of trust, mortgages, and other
agreements, documents, instruments, and certificates as Administrative Agent
may reasonably deem necessary or appropriate in order to create, perfect,
preserve, and protect those guaranties, assurances, and Liens, (f) represents
and warrants to Administrative Agent and the Lenders that (i) the value of
the consideration received and to be received by the undersigned in respect
of those guaranties, assurances, and Liens are reasonably worth at least as
much as the liability and obligation of the undersigned thereunder, (ii) the
liability and obligation may reasonably be expected to directly or indirectly
benefit the undersigned, and (iii) the undersigned is and after giving effect
to those guaranties, assurances, Liens, and the Loan Documents, in light of
all existing facts and circumstances (including, without limitation,
collateral for and other obligors in respect of the Obligation and various
components of it and various rights of subrogation and contribution), will be
solvent, and (g) waives notice of acceptance of this consent and agreement,
which consent and agreement binds the undersigned and its successors and
permitted assigns and inures to Lenders and their successors and permitted
assigns.
Executed effective as of October 31, 2001.
XXXXXXXX CHECK SOLUTIONS, LLC,
A Delaware limited liability company
By: /s/ Xxxx X. Xxxxxxxx, Xx.
--------------------------------------
Xxxx X. Xxxxxxxx, Xx.
President and Chief Executive Officer
CONSENT OF GUARANTOR
EXHIBIT I
BORROWING BASE CERTIFICATE
(Xxxxxxxx Corporation)
AS OF
_________
1. Total Invoiced Receivables $___________
2. Plus Unbilled Receivables $___________
3. Less: Amounts 90 Days Past Due (without duplication) ($__________)
4. Net Eligible Receivables $___________
5. Advance Rate 90%
6. Borrowing Base (#4 x #5): $___________
16. Less: Aggregate Revolving Credit Exposure ($__________)
17. AVAILABLE AMOUNT1: $___________
Borrower certifies that the computation of the Borrowing Base set forth
above complies with and has been prepared from the books of account and
records of the Loan Parties in accordance with GAAP and represents fairly and
accurately the status of the Borrower's and its Subsidiaries' accounts as of
the date stated above.
XXXXXXXX CORPORATION
a Delaware corporation
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
----------------
1 Not to exceed $45,000,000 at any time prior to delivery by Borrower of the
Compliance Certificate for the Fiscal Quarter ending January 31, 2002.
EXHIBIT I
