EXHIBIT 10.20
SCHEDULE TO LOAN AND SECURITY AGREEMENT
(FLOORPLAN LOAN)
CO- Valerent, Inc., Internetwork
BORROWERS: Experts, Inc., I-Sector
Corporation, ISECOLDSUB, Inc.,
Stratasoft, Inc.
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
DATE: February 18, 2004
This Schedule forms an integral part of the Loan and Security Agreement between
the above Co-Borrowers and TEXTRON Financial Corporation dated the above date,
and all references herein and therein to "this Agreement" shall be deemed to
refer to said Agreement and to this Schedule.
DEFINITIONS (SECTION 1):
"Borrowing Base" means an amount equal to (a) 80% of Eligible
Receivables (the "Accounts Advance Amount") plus (b) the Inventory Advance
Amount, each as determined by Textron from Co-Borrowers' most recent Borrowing
Base.
"Inventory Advance Amount" means an amount equal to the least of (a)
the sum of (i) 90% of the cost of Co-Borrowers' Eligible Inventory purchased
from the Manufacturers with whom Textron has an acceptable repurchase agreement
plus (ii) 40% of the cost of Co-Borrowers' Eligible Inventory which is not
included in clause (i) preceding, (b) $4,000,000, or (c) 30% of the Account
Advance Amount.
"Eligible Inventory" is Co-Borrowers' inventory, including raw
materials, located at its principal place of business that complies with the
Representations, but does not include used, returned, obsolete, consigned, work
in progress, demonstrative or custom inventory, supplies, packing or shipping
materials.
"Eligible Receivables" means Receivables arising in the ordinary course
of Co-Borrowers' business from the sale of goods or rendition of services, which
TEXTRON, in its Permitted Discretion, shall deem eligible based on such
considerations as TEXTRON may from time to time deem appropriate. Without
limiting the foregoing, no Receivable shall qualify as an Eligible Receivable if
(i) the account debtor has failed to pay the Receivable within a period of
ninety (90) days after invoice date, to the extent of any amount remaining
unpaid after such period; (ii) the account debtor has failed to pay more than
the percentage specified below ("CROSS-AGE PERCENTAGE") of all outstanding
Receivables owed by it to Co-Borrowers within ninety (90) days after invoice
date; (iii) the account debtor is an Affiliate of Co-Borrowers; (iv)
Co-Borrowers is not the lawful and unconditional owner of the Receivable; (v)
the goods
relating thereto are placed on consignment, guaranteed sale, "▇▇▇▇ and hold,"
"COD" or other terms pursuant to which payment by the account debtor may be
conditional; (vi) the account debtor is not located in the United States or
Canada, unless the Receivable is supported by a letter of credit, credit
insurance, or other form of guaranty or security, in each case in form and
substance satisfactory to TEXTRON; (vii) Co-Borrowers is or may become liable to
the account debtor for goods sold or services rendered by the account debtor to
Co-Borrowers; (ix) the account debtor's total obligations to Co-Borrowers exceed
the percentage specified below ("CONCENTRATION LIMIT") of all Eligible
Receivables, to the extent of such excess; (x) the account debtor disputes
liability or makes any claim with respect thereto (up to the amount of such
liability or claim), or is subject to any insolvency or bankruptcy proceeding,
or becomes insolvent, fails or goes out of a material portion of its business;
(xi) the amount thereof consists of late charges or finance charges; (xii) the
amount thereof consists of a credit balance more than ninety (90) days past due;
(xiv) the invoice constitutes a progress billing on a project not yet completed,
except that the final billing at such time as the matter has been completed and
delivered to the customer may be deemed an Eligible Receivable; (xiv) the amount
thereof is not yet represented by an invoice or ▇▇▇▇ issued in the name of the
applicable account debtor; or (xv) Receivables for demonstration or promotional
equipment, or in which goods are consigned, sales guaranteed, sale or return,
sale on approval, ▇▇▇▇ and hold, or other terms if account debtor's payment may
be conditional.
(ii) Cross-Age Percentage: 25%
(viii) Concentration Limit: 15%
"Debt" means Accounts Payable, All Short and Long Term Notes Payable
and Accrued Expenses
"Tangible Capital Funds" means Cash, Trade Accounts, Inventory and Net
Fixed Assets and Equipment
less Debt.
TOTAL FACILITY:
THE LESSER OF (A) FIFTEEN MILLION DOLLARS ($15,000,000.00)
SUBJECT TO FIVE MILLION DOLLAR SYNDICATION OF THE LOAN OR (B)
THE BORROWING BASE.
INTEREST AND FEES:
INTEREST RATE:
FLOORPLAN CREDIT LINE INTEREST. Interest on any amount past
due under the Floorplan Credit Line pursuant shall accrue from
the due date or any extended due date at a per annum rate of
six percentage points (6.0%) in excess of the Prime Rate.
EXAMINATION FEE. Co-Borrowers shall pay TEXTRON an examination
fee equal to the actual fees accrued by the field examiners
(the "EXAMINATION FEE"), which shall be deemed fully earned on
the date such payment is due.
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EARLY TERMINATION FEE
The amount of the termination fee will be based on the date of the early
termination as follows:
1.0% of the Total Facility amount if terminated in the first year
0.5% of the Total Facility amount if terminated in the second year
CONDITIONS OF CLOSING:
- Executed syndication loan documents and activation of syndication for
$5 Million.
- Loan and Security Agreement and Certificate of Corporate Borrowing
Resolutions on I Sector and all subsidiaries as co-Co-Borrowers;
- First Priority Broad Lien UCC filing on all companies (excluding
Stratasoft Patents which Textron will be subordinate to one other
secured party);
- Reaffirmation of Fraud Guaranty signed by ▇▇▇▇▇ ▇▇▇▇, CEO of I-Sector;
- Evidence of casualty insurance in an amount equal to the inventory
listed on the quarterly financials statements with a Lenders Loss
Payable clause favoring Textron Financial Corporation;
- In the event changes to documents are required that entails the use of
Textron Legal counsel, I-Sector will be responsible for all fees.
- Lockbox and contingent blocked account in favor of Textron
- Subordination of all Shareholder Debt to Textron
ONGOING CONDITIONS:
These conditions are a continuing part of the approval granted under your
new facility.
- Eligible Collateral coverage equivalent to 100% of Textron
outstandings. Eligible collateral shall be determined by Textron and
shall not be more than the Borrowing Base (defined above).
- Weekly collateral reports of accounts receivable, accounts payable,
and inventory reports, along with a Borrowing Base Certificate
- Monthly accounts receivable verifications
- Updated Annual projections and/or interim updates as completed.
- Monthly consolidated financial statements.
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- Quarterly 10Q reports within 45 days of quarter end.
- Annual 10K and annual reports (within 90 days of year-end).
- Annual Insurance renewals.
- Quarterly field exams.
- Continuing Programs and Repurchase Agreements with all Vendors
financed for I-Sector and affiliated companies.
TERMS
The terms under which such financing will be provided to you are Net 60 days
with the rate of Prime Rate plus 2.5% for each day beyond the Vendor approved
free interest period. Any invoice not paid within this period listed will be
charged at a default interest rate of Prime Rate plus six percentage points from
the due date until payment is received.
From time to time, Textron may offer different terms to you after notice. You
will receive weekly transaction confirmations and monthly statements from us.
Textron maintains a common due date program. All payments are due in our office
on the due dates of the 1st, 10th, and 20th of each month.
Offset against payments to your account are not to be made unless authorized by
Textron. Any unauthorized offsets will be charged the default interest rate
noted.
OTHER CONSIDERATIONS
Additional documentation or conditions may be requested from time to time. Full
compliance with the terms and conditions of the Dealer Loan and Security
Agreement must be maintained. Textron reserves the right to discontinue this
inventory financing at any time at our sole discretion.
REPRESENTATIONS:
STATE OF INCORPORATION
Valerent, Inc.- Delaware
Internetwork Experts, Inc.- Delaware
Stratasoft, Inc.- Texas
ISECOLDSUB, Inc.- Delaware
I-Sector Corporation- Delaware
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STATES QUALIFIED TO DO BUSINESS:
All Companies-Texas
CO-BORROWERS' NAMES:
PRIOR CORPORATE AND FICTITIOUS NAMES:
Technicomp Corporation
Allstar-Valcom
Allstar Systems, Inc.
▇. ▇▇▇▇, Inc.
Allstar Solutions, Inc.
Allstar Computer Services, Inc.
Netsurant
Global Outsourcing Solutions, Inc.
TRADEMARKS, COPYRIGHTS, LICENSES AND PATENTS:
(If registered or filed, list recording office, and name, date
and filing number)
Stratasoft # 2228125 dated 12-24-1997, by the subsidiary of
Stratasoft, Inc.
Stratadial # 2228127 dated 12-24-1997, by subsidiary of
Stratasoft, Inc.
Stratavoice # 2228126 dated 12-24-1997 by subsidiary of
Stratasoft, Inc.
Stratavoice Code # Tx-4-369-041 dated 8-27-1996 by the
subsidiary of Stratasoft, Inc.
Stratadial Code # Tx-4-360-123 dated 8-23-1996 by the
subsidiary of Stratasoft, Inc.
Patent License from E-Share, Communications, Inc. covering Patents
dealing with Predicative Dialers, etc. by the subsidiary of Stratasoft,
Inc.
LOCATIONS:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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AFFIRMATIVE COVENANTS:
FINANCIAL COVENANTS
Co-Borrowers shall comply with all of the following covenants. Compliance shall
be determined as of the end of each quarter. The Tangible Capital Funds covenant
and Total Liabilities to Tangible Capital Funds covenant will be tested
beginning with the year end 12/31/03. The Fixed Charge Coverage Ratio covenant
will be tested beginning with the quarter end 3/31/04.
- Tangible Capital Funds of not less than $2.2 Million Dollars
- (Tangible Capital Funds is defined as Cash, Trade Accounts,
Inventory, Net Fixed Assets plus Subordinated Liabilities minus
Total Liabilities. Total Liabilities is defined as Accounts
Payable, All Short and Long Term Notes Payable and Accrued
Expenses)
- Total Liabilities to Tangible Capital Funds of 6.0:1
- I-Sector shall maintain a Fixed Charge Coverage Ratio of no less than
1.1 to 1.0. The Fixed Charge Coverage Ratio is defined as (quarterly
net income plus interest expense, taxes, and lease and rental expense)
divided by (quarterly interest expense, lease and rental expense, and
(quarterly current maturities of long term debt divided by 1-tax
rate)).
PRIMARY ACCOUNTS.
Upon agreement by Co-Borrowers of terms and conditions concerning the set up of
operating, depository and investment accounts with Silicon Valley Bank and
subject to competitive rates of interest on all depository, operating, and
investment accounts from Silicon Valley Bank, Co-Borrowers will move these
accounts to Silicon Valley Bank. Co-Borrowers shall maintain its depository,
operating and investment accounts with Silicon Valley Bank, and maintain not
less than 85% of its cash and other liquid assets in such accounts. Co-Borrowers
will deliver account control agreements acceptable to Textron from each
financial institution at which Co-Borrowers maintains an account, including for
accounts maintained at Silicon Valley Bank.
FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.
Co-Borrowers will deliver to Textron: (i) as soon as available, but no later
than 30 days after the last day of each month and quarter, a company prepared
consolidated balance sheet and income statement covering Co-Borrowers'
consolidated operations during the period, in a form acceptable to Textron; (ii)
as soon as available, but no later than 90 days after the end of Co-Borrowers'
fiscal year, audited consolidated financial statements prepared under GAAP,
consistently applied, together with an unqualified opinion on the financial
statements from an independent certified public accounting firm acceptable to
Textron; (iii) a prompt report of any legal actions pending or threatened
against Co-Borrowers or any subsidiary that could result in damages or costs to
Co-Borrowers or any subsidiary of $100,000 or more; and (iv) budgets, sales
projections, operating plans or other financial information Textron requests.
Co-Borrowers will deliver to Textron, on a weekly basis, aged listings of
accounts receivable, accounts payable and inventory.
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NEGATIVE COVENANTS:
Stock Transfer: No stock transfer without TEXTRON's consent, which will
not be unreasonably withheld.
Mergers. Co-Borrowers will not merge or consolidate with or acquire any
other Person (in which case TEXTRON's consent shall not be unreasonably
withheld), or make any other material change in its capital structure or in its
business or operations which might adversely affect the repayment of the
Obligations;
Loans. Co-Borrowers will not make advances, loans or extensions of
credit to, or invest in, any Person in excess of $100,000.00;
Dividends. Co-Borrowers will not declare or pay cash dividends upon any
of its stock or distribute any of its property or redeem, retire, purchase or
acquire directly or indirectly any of its stock;
Adverse Transactions. Co-Borrowers will not enter into any transaction
which materially and adversely affects the Collateral or its ability to repay
the Obligations in full as and when due;
Indebtedness of Others. Become directly or contingently liable for the
Indebtedness of any Person, except by endorsement of instruments for deposit;
and except for the existing guarantees made by Co-Borrowers prior to the date
hereof, if any, which are set forth in the Schedule
Repurchase. Make a sale to any customer on a ▇▇▇▇-and-hold, guaranteed
sale, sale and return, sale on approval, consignment, or any other repurchase or
return basis;
Capital Expenditure. Co-Borrowers will not make or incur any Capital
Expenditure in excess of $800,000 in any Co-Borrowers any fiscal year;
Subordination: CO-BORROWERS WILL Subordinate of all present and Future
Shareholder Debt to Textron
Indebtedness. Co-Borrowers will not create, incur, assume or permit to
exist any Indebtedness (excluding Indebtedness in connection with Capital
Leases) in excess of the amount in excess of $100,000.00 other than (i) the
Obligations, (ii) trade payables and other contractual obligations to suppliers
and customers incurred in the ordinary course of business, and (iii) other
Indebtedness existing on the date of this Agreement and reflected in the
Prepared Financials (except Indebtedness paid on the date of this Agreement from
proceeds of the initial advances hereunder) and (iv) Subordinated Debt;
Affiliate Transactions. Co-Borrowers will not , except as set forth
below, sell, transfer, distribute or pay any money or property to any Affiliate
(other than the Co-Borrowers), or invest in (by capital contribution or
otherwise) or purchase or repurchase any stock or Indebtedness, or any property,
of any Affiliate, or become liable on any guaranty of the indebtedness,
dividends or other obligations of any Affiliate. Notwithstanding the foregoing,
if no Event of Default has occurred, Co-Borrowers may engage in
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transactions with Affiliates in the normal course of business, in amounts and
upon terms which are fully disclosed to TEXTRON and which are no less favorable
to Co-Borrowers than would be obtainable in a comparable arm's length
transaction with a Person who is not an Affiliate;
Nature of Business. Enter into any new type of business or make any
material change in any of Co-Borrowers' business objectives, purposes or
operations without Textron's written consent which shall not be unreasonably
withheld;
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EXECUTED UNDER SEAL BY:
I-SECTOR CORPORATION: TEXTRON FINANCIAL CORPORATION
BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ (SEAL) BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------- -----------------------------
TITLE CHIEF EXECUTIVE OFFICER TITLE SENIOR VICE PRESIDENT,
CREDIT AND OPERATIONS
STATE OF TEXAS
COUNTY OF ▇▇▇▇▇▇
THE FOREGOING SCHEDULE TO LOAN AND SECURITY AGREEMENT WAS ACKNOWLEDGED
BEFORE ME THIS 12TH DAY OF FEBRUARY, 2004, BY ▇▇▇▇▇ ▇. ▇▇▇▇, CEO OF I-SECTOR
CORPORATION, A CORPORATION ORGANIZED UNDER THE STATE OF DELAWARE, ON BEHALF OF
THE CORPORATION.
TITLE OR RANK: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
SERIAL NUMBER, IF ANY:
-------------------------
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EXECUTED UNDER SEAL BY:
VALERENT, INC.: TEXTRON FINANCIAL CORPORATION
BY /s/ ▇▇▇▇▇ ▇▇▇▇, ▇▇. (SEAL) BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------- -----------------------------
TITLE PRESIDENT & CEO TITLE SENIOR VICE PRESIDENT,
CREDIT AND OPERATIONS
STATE OF TEXAS
COUNTY OF ▇▇▇▇▇▇
THE FOREGOING SCHEDULE TO LOAN AND SECURITY AGREEMENT WAS ACKNOWLEDGED
BEFORE ME THIS 9TH DAY OF FEBRUARY, 2004, BY ▇▇▇▇▇ ▇▇▇▇, PRESIDENT OF VALERENT,
INC., A CORPORATION ORGANIZED UNDER THE STATE OF DELAWARE, ON BEHALF OF THE
CORPORATION.
TITLE OR RANK: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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SERIAL NUMBER, IF ANY: EXECUTED UNDER SEAL BY:
INTERNETWORK EXPERTS, INC.: TEXTRON FINANCIAL CORPORATION
BY /s/ ▇▇▇▇ ▇▇▇▇▇ (SEAL) BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------- -----------------------------
TITLE VICE PRESIDENT TITLE SENIOR VICE PRESIDENT,
CREDIT AND OPERATIONS
STATE OF TEXAS
COUNTY OF DALLAS
THE FOREGOING SCHEDULE TO LOAN AND SECURITY AGREEMENT WAS ACKNOWLEDGED
BEFORE ME THIS 10TH DAY OF FEBRUARY, 2004, BY ▇▇▇▇ ▇▇▇▇▇, VICE PRESIDENT OF
INTERNETWORK EXPERTS, INC., A CORPORATION ORGANIZED UNDER THE STATE OF DELAWARE,
ON BEHALF OF THE CORPORATION.
TITLE OR RANK: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
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SERIAL NUMBER, IF ANY: EXECUTED UNDER SEAL BY:
ISECOLDSUB, INC.: TEXTRON FINANCIAL CORPORATION
BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ (SEAL) BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------- -----------------------------
TITLE PRESIDENT TITLE SENIOR VICE PRESIDENT,
CREDIT AND OPERATIONS
STATE OF TEXAS
COUNTY OF ▇▇▇▇▇▇
THE FOREGOING SCHEDULE TO LOAN AND SECURITY AGREEMENT WAS ACKNOWLEDGED
BEFORE ME THIS 12TH DAY OF FEBRUARY, 2004, BY ▇▇▇▇▇ ▇. ▇▇▇▇, PRESIDENT OF
ISECOLDSUB, INC., A CORPORATION ORGANIZED UNDER THE STATE OF DELAWARE, ON BEHALF
OF THE CORPORATION.
TITLE OR RANK: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
================================================================================
SERIAL NUMBER, IF ANY: EXECUTED UNDER SEAL BY:
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STRATASOFT, INC.: TEXTRON FINANCIAL CORPORATION
BY /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (SEAL) BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------- -----------------------------
TITLE SECRETARY TITLE SENIOR VICE PRESIDENT,
CREDIT AND OPERATIONS
STATE OF TEXAS
COUNTY OF ▇▇▇▇▇▇
THE FOREGOING SCHEDULE TO LOAN AND SECURITY AGREEMENT WAS ACKNOWLEDGED
BEFORE ME THIS 9TH DAY OF FEBRUARY, 2004, BY ▇▇▇▇▇▇▇▇ ▇. WIHSTEAD, SECRETARY
OF STRATASOFT, INC., A CORPORATION ORGANIZED UNDER THE STATE OF TEXAS, ON BEHALF
OF THE CORPORATION.
TITLE OR RANK: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
SERIAL NUMBER, IF ANY:
11