EXHIBIT 10.66
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
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THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of March 29, 1999, is entered into by and between FLEET
BUSINESS CREDIT CORPORATION (formerly known as Sanwa Business Credit
Corporation), a Delaware corporation ("Lender"), and each of X. XXXXXXXXXXXX
ENTERPRISES, INC., a Texas corporation ("Xxxxxxxxxxxx"), INTELLISYS GROUP, INC.,
a Delaware corporation ("Intellisys"), and PROLINE INDUSTRIES, INC., a
Washington corporation ("Proline," and collectively with Xxxxxxxxxxxx and
Intellisys, the "Borrowers"), with reference to the following facts:
RECITALS
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A. Educational Industrial Sales Incorporated, a California
corporation ("EISI"), Xxxxxx Media Sales, Inc., a Texas corporation ("Xxxxxx"),
Xxxxxxxxxxxx, and Electronic Integrated Solutions, a California corporation, and
Lender were parties to that certain Loan and Security Agreement, dated as of
September 3, 1998, as amended by that certain First Amendment to Loan and
Security Agreement, dated as of October 14, 1998, that certain Second Amendment
to Loan and Security Agreement, dated as of December 7, 1998, and that certain
Third Amendment to Loan and Security Agreement, dated as of December 10, 1998
(collectively, the "Loan Agreement"), pursuant to which Lender has provided the
Borrowers with certain credit facilities on a joint and several liability basis.
B. Intellisys owned all of the outstanding shares of stock of EISI
and Xxxxxx.
C. Pursuant to duly adopted resolutions by the Boards of Directors
of Intellisys, Xxxxxx and EISI (the "Resolutions"), each of Xxxxxx and EISI were
merged into Intellisys, with Intellisys being the surviving corporate entity
(collectively, the "Mergers"), such Mergers being effective as of January 12,
1999.
D. As a result of the Mergers and as provided in the Resolutions,
Intellisys assumed all of the obligations of each of Xxxxxx and EISI, and
Intellisys now holds all of the property, rights, privileges and powers of each
of Xxxxxx and EISI.
E. Lender and Borrowers wish to amend the Loan Agreement to provide
for documentation in the Loan Agreement and other related loan documents of the
Mergers and the assumption by Intellisys of all the obligations, liabilities,
rights, interest and benefits of each of Xxxxxx and EISI under the Loan
Agreement and all
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other related loan documents on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Defined Terms. All initially capitalized terms used in this Amendment
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without definition shall have the respective meanings assigned thereto in the
Loan Agreement.
2. Merger and Assumption. By their respective signatures below,
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Xxxxxxxxxxxx, Intellisys, and Proline acknowledge and consent to the assumption
by Intellisys by operation of law of all of the right, title, interest,
liabilities and obligations of each of Xxxxxx and EISI in, to and under the Loan
Agreement and all other related loan documents. By their respective signatures
below, the Borrowers hereby acknowledge and agree that all references to the
term "Borrower" or "Borrowers" appearing in the Loan Agreement or in any of the
other related loan documents are hereby deemed to be amended to include
Xxxxxxxxxxxx, Intellisys, and Proline.
3. Further Assurances. Borrowers hereby agree to execute and deliver to
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Lender any and all agreements, financing statement, documents or instruments
which Lender may reasonably request in order to give effect to the Mergers and
assumption described in Section 2 above.
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4. Conditions Precedent. The effectiveness of this Amendment shall be
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subject to the prior satisfaction of each of the following conditions:
a. Execution and Delivery of this Amendment. Lender shall have
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received this Amendment, duly executed by each of the Borrowers;
b. Merger Documents. Lender shall have received a true and correct
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copy of the executed documents relating to the Mergers;
c. Opinion Letter. Lender shall have received an opinion letter of
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counsel to the Borrowers in form and substance acceptable to
Lender, confirming that the Mergers have been consummated, that
Intellisys, as successor by merger, has assumed all rights,
title, interest and obligations of Xxxxxx and EISI, and
addressing such other matters as Lender may reasonably request;
and
d. Acknowledgment of Guarantor. The Guarantor shall have confirmed
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the continuing validity and effectiveness of his guaranty of the
Liabilities by executing the Acknowledgment of
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Guarantor attached to this Amendment.
5. No Other Amendments. Except as expressly amended hereby, the Loan
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Agreement shall remain unaltered and in full force and effect.
6. Counterparts. This Amendment may be executed in counterparts, which
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counterparts, when so executed and delivered, shall together constitute but one
original.
IN WITNESS WHEREOF, the parties have executed this Amendment by their
respective duly authorized officers as of the date first set forth above.
LENDER:
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FLEET BUSINESS CREDIT CORPORATION
(formerly known as Sanwa Business Credit Corporation),
a Delaware corporation
By /s/ Xxxx Xxxxxx
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Title: Senior Vice President
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BORROWERS:
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PROLINE INDUSTRIES, INC.,
a Washington corporation
By /s/ Xxxxxx X. Xxxxxx
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Title: President/CEO
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X. XXXXXXXXXXXX ENTERPRISES, INC.,
a Texas corporation
By /s/ Xxxxxx X. Xxxxxx
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Title: President/CEO
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INTELLISYS GROUP, INC.,
a Delaware corporation
By /s/ Xxxxxx X. Xxxxxx
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Title: CEO
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ACKNOWLEDGMENT OF GUARANTOR
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The undersigned hereby (i) ratifies and reaffirms all of his
obligations to Lender under the Continuing Guaranty dated as of September 3,
1998, executed by the undersigned in favor of Lender (the "Guaranty"), (ii)
consents to the execution and delivery by Borrowers of the attached Amendment,
and (iii) confirms that the Guaranty remains in full force and effect
notwithstanding Borrowers' execution of the attached Amendment. The undersigned
agrees that the execution of this Acknowledgment of Guarantor is not necessary
for the continued validity and enforceability of the Guaranty, but it is
executed to induce Lender to enter into the Amendment.
Dated: March 29, 1999 XXXXXX X. XXXXXX,
an individual
/s/ Xxxxxx X. Xxxxxx
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