AMENDMENT NO. 5
to
AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER AGREEMENTS
This April 30, 1997, Amendment No. 5 to Amended and Restated
Credit Agreement and Other Agreements (the "Amendment No. 5"), is made by and
among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, an individual having an office at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Lender" or "▇▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, the wife of ▇▇▇▇▇▇▇, with an address of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇"), DELTA COMPUTEC INC., a New York corporation
having its principal place of business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("DCI"), DELTA DATA NET, INC., a New York corporation having
its principal place of business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ("DDI", DCI and DDI are referred to collectively as the
"Borrower"), and SAI/Delta, Inc., a Florida corporation and a wholly-owned
subsidiary of DCI.
W I T N E S S E T H
A. This Amendment No. 5 is intended to amend in certain respects as set
forth herein, the terms and conditions of a certain Amended and Restated Credit
Agreement (the "October 1996 Credit Agreement", which term refers to the
original agreement issued on October 10, 1996, and as amended by Amendments Nos.
1, 2, 3 and 4, thereto, as described below) between the Borrower and ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ whereby ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ have agreed to provide the
Borrower with Loans (as defined in the October 1996 Credit Agreement) up to
$2,550,000.
B. Pursuant to a document entitled Amended No. 1 to Amended and
Restated Credit Agreement and Other Agreements ("Amendment No. 1"), the interest
rate relative to the ▇▇▇▇▇▇▇ Commitment, the Additional Advances and the October
1996 Credit Agreement was reduced.
C. Pursuant to a document entitled Amended No. 2 to Amended and
Restated Credit Agreement and Other Agreements ("Amendment No. 2"), among other
matters dealt with therein, the Maturity Date of the October 1996 Credit
Agreement was extended to March 31, 1997, and certain other amendments or
waivers were made with regard to any non-compliance which may have existed with
the Borrowing Base (as defined in the October 1996 Credit Agreement.
D. Pursuant to a document entitled Amended No. 3 to Amended and
Restated Credit Agreement and Other Agreements ("Amendment No. 3"), ▇▇▇▇▇▇▇
transferred to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ half of ▇▇▇▇▇▇▇'▇ rights, benefits, obligations
and interest with regard to: (i) an 8% Subordinated Debenture issued in October
1992 in the original face amount of $600,001; (ii) May, 1995 Letter Agreement
whereby ▇▇▇▇▇▇▇ agreed to provide the ▇▇▇▇▇▇▇ Commitment to the Borrower in the
original amount of $400,000; (iii) 1996 Additional ▇▇▇▇▇▇▇ Advances for the
period from July 25, 1996 through October 9, 1996 in the aggregate amount of
$633,600; (iv) Loan and the October 1996 Credit Agreement in an amount of up to
$2,550,000; and (v) Overbase Loans and the Overbase Loan Documents for the
amounts in whereby the Loans exceed the Borrowing Base as set forth in the
October 1996 Credit Agreement.
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E. Pursuant to a document entitled Amendment No.4 to Amended and
Restated Credit Agreement and Other Agreements ("Amendment No. 4"), among other
matters dealt with therein, the Maturity Date of the October 1996 Credit
Agreement was extended to April 30, 1997, and certain other amendments or
waivers were made with regard to any non-compliance which may have existed with
the Borrowing Base (as defined in the October 1996 Credit Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Incorporation of Recitals. The recitals set forth in the
recital paragraphs of this Amendment No. 5 are intended to be, and are,
incorporated into this Amendment No. 5 as a part hereof.
2. Amendment to Loan and October 1996 Credit Agreement.
(a) The parties hereto agree that, from and after the date
of this Amendment No. 5, the definition of the term "Maturity Date" set forth in
paragraph 1.1 of the October 1996 Credit Agreement be, and it hereby is, amended
to read as follows: "Maturity Date" means June 30, 1998.
(b) Schedule 2.1 of the October 1996 Credit Agreement is
hereby revised by adding eligibility factors for Eligible Receivables (as that
term is defined in the October 1996 Credit Agreement) for the month of April,
1997, as follows: "98.75% for the month of April, 1997".
3. Certain Waivers. Lender hereby waives any non-compliance
which may have existed with regard to the Borrowing Base for the period between
February 20, 1997, the date of Amendment No. 4, and April 30, 1997, the date of
this Amendment No. 5.
4. Reaffirmation of Terms. Except as amended by this
Amendment No. 5, and by the previous Amendments Nos. 1, 2, 3 and 4, the terms
and conditions of the original October 1996 Credit Agreement are hereby
reaffirmed in their entirety.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to
be duly executed and delivered by individual signatories and by the proper and
duly authorized officers of the Borrower as of the date first above written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
DELTA COMPUTEC INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, President
Page 27 of 32
DELTA DATA NET, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, President
SAI/DELTA, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, President
Page 28 of 32