EXHIBIT 10.5(c)
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This first amendment ("First Amendment") to the Loan and Security
Agreement dated October 11, 1994 is entered into between CoastFed Business
Credit Corporation ("Coast") and Xxxx Systems, Inc. ("Borrower").
The parties contract with reference to the following facts:
1. The parties have entered into a Loan and Security Agreement and
related Collateral Agreements all dated October 11, 1994 (collectively the
"Loan Agreement"). All capitalized terms not defined herein shall have the
meaning attributed thereto in the Loan Agreement.
2. Coast, Borrower and Argonaut Information Systems of California, Inc.
("Argonaut") are entering into an Intercreditor Agreement dated June 30, 1995
(the "Intercreditor Agreement") in order to make it possible for Borrower and
Argonaut to settle an extant dispute between them.
3. The parties intend, by this First Amendment, to amend the Loan
Agreement to provide that after remittance of the amounts required to be
received by Argonaut under Paragraph 4 of the Intercreditor Agreement: (a)
the "Maintenance Accounts" (defined in the Intercreditor Agreement) shall not
qualify as eligible Collateral and (b) the Borrower shall have no right to
the Overadvance.
NOW, THEREFORE, the parties agree as follows:
A. The following provision that is contained in Section 2.1 of the
October 11, 1994 Accounts Collateral Security Agreement is deleted effective
upon the receipt by Argonaut of all remittances to which it is entitled under
Paragraph 4 of Intercreditor Agreement:
"Subject to the credit limit set forth in the
last sentence of Section 1.1 of the Loan Agreement,
and without limiting CoastFed's discretion with
respect to Loans, the amount of the Loans pursuant to
this Section 2.1 may, in Coast's discretion, be
increased above the percentage limit set forth above
in this Section 2.1 (the "Overadvance") by an amount
not to exceed $1,000,000, provided that the Overadvance
shall remain outstanding during not more than 15 calendar
days in each calendar month."
No Overadvance shall be permitted after receipt, by Argonaut, of
all the remittances to which it is entitled under Paragraph 4 of the
Intercreditor Agreement.
B. After remittance in full of the payments referred to in Paragraph 4
of the Intercreditor Agreement, the Maintenance Accounts shall no longer
constitute Accounts that qualify as, nor shall there be any loans or advances
made against, the Maintenance Accounts, but the Maintenance Accounts shall
still constitute Collateral for the payment and performance in full of the
Obligations.
C. Except to the extent amended herein, the Loan Agreement remains in
full force and effect and is hereby ratified and confirmed. The execution of
this First Amendment shall not operate as a waiver of any provision of the
Loan Agreement.
Dated: June 30, 1995 COASTFED BUSINESS CREDIT CORPORATION
By: /s/ [ILLEGIBLE]
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Its: SVP
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Dated: June 30, 1995 XXXX SYSTEMS, INC.
By: /s/ Selby F. Little, III
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Vice President &
Its: Chief Financial Officer
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