AMENDMENT TO BUSINESS CREDIT AND SECURITY AGREEMENT
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THIS AMENDMENT TO BUSINESS CREDIT AND SECURITY AGREEMENT ("Amendment") is
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entered into as of the ____ day of September, 1999 by and among Deutsche
Financial Services Corporation ("DFS"), Xxxxxxx Computer Resources, Inc.
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("Xxxxxxx"), and Global Combined Technologies, Inc. ("Global"); (Xxxxxxx and
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Global sometimes hereinafter being referred to individually and collectively as
"Borrower").
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RECITALS
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DFS and Borrower are parties to that certain Business Credit and Security
Agreement dated as of July 14, 1998 (as amended from time to time, the "Credit
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Agreement"). Capitalized terms used but not defined herein shall have the
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meanings given them in the Credit Agreement.
Borrower wishes to increase the amount if its working capital facility to
$60,000,000. Borrower and DFS now desire to amend certain provisions of the
Credit Agreement on and subject to the terms hereof.
NOW, THEREFORE, in consideration of the forgoing premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Section 3.1(a) of the Credit Agreement shall be deleted in its
entirety and restated to read as follows:
"3.1(A) In consideration of Borrower's payment and performance of its
Obligations and subject to the terms and conditions contained in this Agreement,
DFS agrees to provide, and Borrower agrees to accept, an aggregate credit
facility (the 'Credit Facility') of up to One Hundred Twenty Million Dollars
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($120,000,000) (the 'Total Credit Limit'), BUT ONLY TO THE EXTENT that DFS has
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received and continues to have in full force and effect, upon terms acceptable
to DFS, in its sole discretion, a Participation Agreement in which the
"Participant Commitment" (as defined in the Participation Agreement) is at least
Thirty Million Dollars ($30,000,000). The Credit Facility shall be available in
the form of Distribution Finance Loans, Working Capital Loans and Acquisition
Loans. No Loans need be made by DFS if Borrower is in Default or if there
exists any Unmatured Default. This is an agreement regarding the extension of
credit, and not the provision of goods or services."
2. Section 3.3 of the Credit Agreement shall be deleted in its entirety
and restated to read as follows:
"3.3 Working Capital Loans. Subject to the terms of this Agreement, DFS agrees,
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for so long as no Default exists, to provide to Borrower, and Borrower agrees to
accept, working capital financing (each advance being a 'Working Capital Loan')
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on Eligible Accounts in the maximum aggregate unpaid principal amount at any
time equal to the lesser of (i) the Borrowing Base and (ii) Sixty Million
Dollars ($60,000,000) ('Total Working Capital Credit Limit'), subject in all
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events to the terms of Section 3.1(b) hereof; provided, however, that in no
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event shall the maximum principal amount outstanding under the Working Capital
Loans and the Acquisition Facility exceed in the aggregate, at any time, Sixty
Million Dollars ($60,000,000). A request for a Working Capital Loan shall be
made, or shall be deemed to be made, as provided in Section 5.1 hereof."
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3. Section 3.4 of the Credit Agreement shall be deleted in its entirety and
restated to read as follows:
"3.4 Acquisition Facility. Subject to the terms of this Agreement, DFS agrees,
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for so long as no Default exists, to provide Borrower with acquisition financing
for the purposes described herein (each advance being an 'Acquisition Loan'), up
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to an aggregate unpaid principal amount not to exceed at any time Ten Million
Dollars ($10,000,000), on and subject to the following terms and conditions (the
'Acquisition Facility'), subject in all events to the terms of Section 3.1(b)
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hereof; provided, however, that in no event shall the maximum principal amount
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outstanding under the Acquisition Facility and the Working Capital Loans exceed
in the aggregate, at any time, Sixty Million Dollars ($60,000,000):
(a) An Acquisition Loan may be made to satisfy Borrower's working
capital needs to the extent they exceed the formula-determined Borrowing Base in
connection with the acquisition of the stock or assets of another corporation;
(b) Each Acquisition Loan shall be due and payable one-hundred eighty
(180) days after the date thereof; provided, DFS shall have the option,
exercisable in its sole discretion, to grant Borrower one (1) or more thirty
(30) day extensions of any such Acquisition Loan;
(c) no Guaranty shall be in default and each shall be in full force
and effect at the time any Acquisition Loan is requested;
(d) Borrower will pay DFS finance charges on the principal amount of
any Acquisition Loan outstanding at the end of each day at a rate that is
one-half of one percent (.50%) per annum above the Prime Rate; and
(e) except as provided to the contrary in clauses (a) through (d)
above, each Acquisition Loan pursuant to this Section 3.4 shall be subject to
all other terms and conditions of this Agreement.
As a precondition to any such Acquisition Loan, Borrower shall have signed
and sent to DFS, a request, setting forth in writing the amount of the proposed
Acquisition Loan along with a copy of the underlying acquisition agreement and
all related exhibits, schedules and agreements pursuant to which such
acquisition is to be consummated.
Notwithstanding anything else herein and unless otherwise agreed to in
writing by DFS, the total outstanding principal amount of all Loans under this
Agreement shall not at any time exceed the Total Credit Limit."
4. The address for DFS set forth in Section 13.8 shall be hereby amended
to read in its entirety as follows:
"Deutsche Financial Services Corporation
0000 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attention: Vice President, Operations
Facsimile No.: (000)000-0000"
5. Miscellaneous. Except to the extent specifically amended herein, all
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terms and conditions of the Credit Agreement and the other Loan Documents are
hereby ratified and reaffirmed and shall remain unmodified and in full force and
effect. Borrower waives notice of DFS' acceptance of this Amendment. DFS
reserves all of its rights and remedies under the Credit Agreement and the other
Loan Documents.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
ATTEST: XXXXXXX COMPUTER RESOURCES, INC.
By: By:___________________________________
Secretary Name:_________________________________
Title:________________________________
ATTEST: GLOBAL COMBINED TECHNOLOGIES, INC.
By: By:_____________________________________
Secretary Name:___________________________________
Title:__________________________________
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:______________________________________
Name:____________________________________
Title:___________________________________
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CONSENT, ACKNOWLEDGMENT AND AMENDMENT
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Each undersigned Corporate Guarantor hereby acknowledges and consents to
the terms of the foregoing Amendment, and does hereby ratify and confirm its
guaranty in all respects. Each of the undersigned Corporate Guarantors hereby
further agrees that its Guaranty shall be amended to provide that each such
Corporate Guarantor's maximum aggregate liability under its Guaranty, should DFS
enforce it, will not exceed One Hundred Twenty Million Dollars ($120,000,000).
ATTEST: XXXXXXX COMPUTER RESOURCES OF SOUTH CAROLINA, INC.
By: By:____________________________________
Secretary Name:__________________________________
Title:_________________________________
ATTEST: TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC.
By: By:____________________________________
Secretary Print Name:____________________________
Title:_________________________________
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