1
Computer Integration Corp.
and Subsidiary
Exhibit 10(b) - Fifth Amendment to Financing Agreement between CIC Systems,
Inc./Computer Integration Corporation and Congress Financial
Corporation
as of February 9, 1998
CIC Systems, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Fifth Amendment to Financing Agreements ("Fifth Amendment")
Gentlemen:
Reference is made to the Amended and Restated Loan and Security
Agreement dated July 1, 1995, between you and the undersigned as amended (the
"Loan Agreement"). All capitalized terms not otherwise defined herein shall have
the meanings given such terms in the Loan Agreement.
Borrower has requested that Lender agree to extend the term of the Loan
Agreement and the Lender has agreed to do so, subject to the terms and
conditions of this Amendment. Subject to the terms and conditions hereof, the
Lender agrees with the Borrower as follows:
SECTION 3.3 OF THE LOAN AGREEMENT IS AMENDED BY DELETING THE AMOUNT "$20,000" IN
THE SECOND LINE THEREOF AND BY SUBSTITUTING THE AMOUNT "$15,000" IN LIEU
THEREOF. LENDER AND BORROWER AGREE THAT NOTWITHSTANDING ANY PROVISION OF THE
FINANCING AGREEMENTS TO THE CONTRARY, ALL LC ACCOMMODATIONS SHALL BEAR LETTER OF
CREDIT FEES PAYABLE TO LENDER AT A RATE EQUAL TO TWO PERCENT (2%) PER ANNUM AS
PROVIDED UNDER SECTION 2.2(B) OF THE LOAN AGREEMENT. SECTION 12.1(A) OF THE LOAN
AGREEMENT IS AMENDED BY DELETING THE FIRST SENTENCE THEREOF AND BY SUBSTITUTING
THE FOLLOWING SENTENCE IN LIEU THEREOF:
"This Agreement and the other Financing Agreements shall
become effective as of the date set forth on the first page
hereof and shall continue in full force and effect for a term
ending on July 1, 1999 (the "Renewal Date"), and from year to
year thereafter, unless sooner terminated pursuant to the
terms hereof; provided
2
that Lender may, at its option, extend the first Renewal Date
for an additional year by giving Borrower notice at least
ninety (90) days prior to the first Renewal Date.
SECTION 12.1(C) OF THE LOAN AGREEMENT IS AMENDED TO ADD AN ADDITIONAL CLAUSE
(IV) THERETO IMMEDIATELY FOLLOWING CLAUSE (III) AND TO DELETE THE PERIOD AT THE
END OF CLAUSE (III) AND TO SUBSTITUTE IN PLACE THEREOF A SEMI-COLON AND THE WORD
"AND": "(IV) 3/4% OF THE MAXIMUM CREDIT FROM THE DAY AFTER THE THIRD ANNIVERSARY
HEREOF TO AND INCLUDING THE FOURTH ANNIVERSARY OF THE DATE HEREOF." IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS FIFTH AMENDMENT THE BORROWER
AND GUARANTOR SHALL FURNISH TO THE LENDER UPON LENDER'S REQUEST CERTIFIED COPIES
OF ALL REQUISITE CORPORATE ACTION AND PROCEEDINGS OF THE BORROWER AND GUARANTOR
IN CONNECTION WITH THIS FIFTH AMENDMENT AND A LEGAL OPINION OF BORROWER'S AND
GUARANTOR'S COUNSEL AS TO THE DUE AUTHORIZATION OF THIS FIFTH AMENDMENT AND THE
ENFORCEABILITY HEREOF.
BORROWER CONFIRMS AND AGREES THAT (A) ALL REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE LOAN AGREEMENT AND IN THE OTHER FINANCING AGREEMENTS ARE ON THE
DATE HEREOF TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT FOR CHANGES THAT
HAVE OCCURRED AS PERMITTED BY THE COVENANTS IN SECTION 9 OF THE LOAN AGREEMENT
OR AS PERMITTED UNDER THIS FIFTH AMENDMENT), AND (B) IT IS UNCONDITIONALLY
LIABLE FOR THE PUNCTUAL AND FULL PAYMENT OF ALL OBLIGATIONS, INCLUDING, WITHOUT
LIMITATION, ALL CHARGES, FEES, EXPENSES AND COSTS (INCLUDING ATTORNEYS' FEES AND
EXPENSES) UNDER THE FINANCING AGREEMENTS, AND THAT BORROWER HAS NO DEFENSES,
COUNTERCLAIMS OR SETOFFS WITH RESPECT TO FULL, COMPLETE AND TIMELY PAYMENT OF
ALL OBLIGATIONS.
GUARANTOR, FOR VALUE RECEIVED, HEREBY ASSENTS TO THE BORROWER'S EXECUTION AND
DELIVERY OF THIS FIFTH AMENDMENT, AND TO THE PERFORMANCE BY THE BORROWER OF ITS
AGREEMENTS AND OBLIGATIONS HEREUNDER. THIS FIFTH AMENDMENT AND THE PERFORMANCE
OR CONSUMMATION OF ANY TRANSACTION OR MATTER CONTEMPLATED UNDER THIS AMENDMENT,
SHALL NOT LIMIT, RESTRICT, EXTINGUISH OR OTHERWISE IMPAIR THE GUARANTOR'S
LIABILITY TO LENDER WITH RESPECT TO THE PAYMENT AND OTHER PERFORMANCE
OBLIGATIONS OF THE GUARANTOR PURSUANT TO THE GUARANTEE, DATED JULY 1, 1995
EXECUTED FOR THE BENEFIT OF LENDER. GUARANTOR ACKNOWLEDGES THAT IT IS
UNCONDITIONALLY LIABLE TO LENDER FOR THE FULL AND COMPLETE PAYMENT OF ALL
OBLIGATIONS INCLUDING, WITHOUT LIMITATION, ALL CHARGES, FEES, EXPENSES AND COSTS
(INCLUDING ATTORNEY'S FEES AND EXPENSES) UNDER THE FINANCING AGREEMENTS AND THAT
GUARANTOR HAS NO DEFENSES, COUNTERCLAIMS OR SETOFFS WITH RESPECT TO FULL,
COMPLETE AND TIMELY PAYMENT OF ANY AND ALL OBLIGATIONS.
BORROWER HEREBY AGREES TO PAY TO LENDER ALL REASONABLE ATTORNEY'S FEES AND COSTS
WHICH HAVE BEEN INCURRED OR MAY IN THE FUTURE BE INCURRED BY LENDER IN
CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS FIFTH AMENDMENT AND ANY
OTHER DOCUMENTS AND AGREEMENTS PREPARED IN CONNECTION WITH THIS FIFTH AMENDMENT.
THE BORROWER CONFIRMS THAT THE FINANCING AGREEMENTS REMAIN IN FULL FORCE AND
EFFECT WITHOUT AMENDMENT OR MODIFICATION OF ANY KIND,
2
3
EXCEPT FOR THE AMENDMENTS EXPLICITLY SET FORTH HEREIN. THE BORROWER FURTHER
CONFIRMS THAT AFTER GIVING EFFECT TO THIS FIFTH AMENDMENT, NO EVENT OF DEFAULT
OR EVENTS WHICH WITH NOTICE OR THE PASSAGE OF TIME OR BOTH WOULD CONSTITUTE AN
EVENT OF DEFAULT HAVE OCCURRED AND ARE CONTINUING. THE EXECUTION AND DELIVERY OF
THIS FIFTH AMENDMENT BY LENDER SHALL NOT BE CONSTRUED AS A WAIVER BY LENDER OF
ANY EVENT OF DEFAULT UNDER THE FINANCING AGREEMENTS. THIS FIFTH AMENDMENT SHALL
BE DEEMED TO BE A FINANCING AGREEMENT AND, TOGETHER WITH THE OTHER FINANCING
AGREEMENTS, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR DEALINGS, CORRESPONDENCE,
CONVERSATIONS OR COMMUNICATIONS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
If you accept and agree to the foregoing please sign and return the
enclosed copy of this letter. Thank you.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
(NEW ENGLAND)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
AGREED:
CIC SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
COMPUTER INTEGRATION CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
3