AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTAmended And • August 20th, 2009 • Clearpoint Business Resources, Inc • Services-help supply services
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of August, 2009, by and between COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”), and CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “Borrower”).
REAFFIRMATION OF VALIDITY GUARANTIESOriginal Agreement • August 20th, 2009 • Clearpoint Business Resources, Inc • Services-help supply services
Reference is made to (a) the Revolving Credit and Term Loan Agreement dated as of June 20, 2008 (the “Original Agreement”) by and between ComVest Capital, LLC (the “Lender”) and ClearPoint Business Resources, Inc. (the “Borrower”), (b) the Validity Guaranty dated as of June 20, 2008 (the “Traina Agreement”) by and among the Lender, the Borrower and Michael D. Traina, (c) the Validity Guaranty dated as of June 20, 2008 (the “Phillips Agreement”; the Traina Agreement and the Phillips Agreement being referred to herein each as a “Validity Guaranty” and collectively as the “Validity Guaranties”) by and among the Lender, the Borrower and John Phillips, and (d) the Amended and Restated Revolving Credit Agreement of even date herewith (the “Amended Agreement”) by and between the Lender and the Borrower, pursuant to which, among other things, the Lender and the Borrower are restructuring and modifying the terms of the credit facilities under the Original Agreement and the Borrower is granting
August 14, 2009Original Agreement • August 20th, 2009 • Clearpoint Business Resources, Inc • Services-help supply services
AMENDED AND RESTATED REVOLVING CREDIT NOTEClearpoint Business Resources, Inc • August 20th, 2009 • Services-help supply services
FOR VALUE RECEIVED, the undersigned, CLEARPOINT BUSINESS RESOURCES, INC., a Delaware corporation (the “Maker”), hereby promises to pay to COMVEST CAPITAL, LLC, a Delaware limited liability company (“ComVest”), or registered assigns (hereinafter, collectively with ComVest, referred to as the “Payee”), on December 31, 2010 (or sooner by reason of an Event of Default or other mandatory prepayment event in accordance with the Loan Agreement hereinafter described), the principal sum of _______________ ($__________) Dollars or, if less, the aggregate outstanding unpaid principal amount of all Advances made by the Payee to the Maker pursuant to that certain Amended and Restated Revolving Credit Loan Agreement of even date herewith by and between ComVest and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”), together with interest (computed as hereinafter provided) on any and all principal amounts outstanding hereunder from time
CLEARPOINT BUSINESS RESOURCES, INC. AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF COMMON STOCK (Expires August 31, 2014)Clearpoint Business Resources, Inc • August 20th, 2009 • Services-help supply services
This Warrant is issued pursuant to the Loan Agreement, and expressly supersedes and amends and restates in its entirety the Warrant No. CV-1 issued by the Company to ComVest Capital, LLC pursuant to the Original Agreement (as such term is defined in the Loan Agreement). The Warrant Shares (including the incremental increase thereof under the preceding paragraph) are entitled to the benefit of the Registration Rights Agreement (as such term is defined in the Loan Agreement); provided, however, that the Warrant Shares issuable pursuant to such incremental increase are only entitled to the benefits of the Registration Rights Agreement upon the occurrence and during the continuance of an Event of Default (other than an Excluded Event of Default).
REAFFIRMATION OF GUARANTYClearpoint Business Resources, Inc • August 20th, 2009 • Services-help supply services
Reference is made to (a) the Guaranty Agreement dated as of June 20, 2008 (the “Guaranty”) executed by each of the undersigned in favor of ComVest Capital, LLC (the “Lender”), pursuant to which, among other things, each of the undersigned has guaranteed all Obligations of ClearPoint Business Resources, Inc. (the “Borrower”) under, pursuant to or arising out of that certain Revolving Credit and Term Loan Agreement dated as of June 20, 2008 (the “Original Agreement”) by and between the Lender and the Borrower, and (b) the Amended and Restated Revolving Credit Agreement of even date herewith (the “Amended Agreement”) by and between the Lender and the Borrower, pursuant to which, among other things, the Lender and the Borrower are restructuring and modifying the terms of the credit facilities under the Original Agreement and the Borrower is granting to the Lender certain additional protective rights and assurances.
