Contract
Xxxxxxx
Xxxxx
|
Private
Client Group
XXXXXXX
XXXXX BUSINESS
FINANCIAL
SERVICES, INC.
222
North LaSalle Street
17th
Floor
Chicago,
Illinois 00000
(000)
000-0000
FAX:
(000) 000-0000
Email
Address:
xxxxxx_xxxxxxxx@xx.xxx
|
August
3,
2005
X.
Xxxxxx
Xxx
Aspect
Systems, Inc. f/k/a Aspect Semiquip International, Inc.
000
Xxxx
Xxxxx Xxxx, Building 6
Chandler,
Arizona 85225
Re: TERM
LOAN AND SECURITY AGREEMENT DATED MAY 14, 2004
Dear
Mr.
Xxx,
This
Letter refers to (i) that certain TERM
LOAN AND SECURITY AGREEMENT NO. 912852522 DATED MAY 14,
2004,
between
Xxxxxxx Xxxxx Business Financial Services, Inc. (“MLBFS”) and Aspect Systems,
Inc. f/k/a Aspect Semiquip International, Inc. (“Customer”), including any
previous amendments and extensions thereof (collectively the “Loan Agreement”),
and (iii) all other agreements between MLBFS and Customer or any party who
has
guaranteed or provided collateral for Customer’s obligations to MLBFS, in
connection therewith (collectively, the “Loan Documents”). Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Loan
Documents.
Based
on
MLBFS’ review of the Customer’s June 30, 2005 financial statements, which
Customer recently provided MLBFS, the Customer, as of the date of the financial
statements, is in violation of the “Minimum Collateral Requirement” covenant
required by the Loan Documents (the “Identified Defaults”). Under the terms of
the Loan Documents, MLBFS has certain rights and remedies available to it
with
respect to the Identified Defaults. By execution below, the Customer
acknowledges that it has been and continues to be in default of said covenant.
Accordingly, the Customer has requested that MLBFS waive the Identified
Defaults. MLBFS has agreed to do so, provided that Customer’s representations
and warranties set forth herein are true and correct in all respects, and
subject to the additional terms hereof.
MLBFS
hereby agrees, as
a
one-time accommodation,
to
grant the waiver that the Customer has requested. Therefore, this letter
shall
serve to advise you that MLBFS has agreed to waive, for
the period ending June 30, 2005 only,
the
Customer’s default of the “Minimum Collateral Requirement” covenant that is
required by the Loan Agreement.
Customer
and the other Obligors acknowledge that the waiver set forth above are limited
precisely as written and except for the waiver of the Defaults described
above
for the dates specified, all other terms and conditions of the Loan Agreement
and all other Loan Documents shall remain in full force and effect and nothing
contained herein shall be deemed to constitute a waiver of any future Default.
As
we
have discussed, MLBFS will expect full compliance with all of the loan covenants
at all time after June 30, 2005. If Customer remains in violation of the
loan
covenant(s) at any time after June 30, 2005, Events of Default will have
occurred and be continuing under the Loan Documents.
In
order
for this letter and the waiver contained herein to become effective, Customer
and the other Guarantors must indicate acceptance on a copy of this letter
in
the space set forth below, and return said copy to the undersigned within
7 days
from the date hereof.
Notwithstanding
the foregoing, this letter shall not serve to act as a waiver of any other
requirements of the Loan Agreement or any other defaults that may presently
or
hereafter exist under the Loan Documents.
Please
contact me at (000) 000-0000 if you have any questions.
Cordially,
XXXXXXX
XXXXX BUSINESS FINANCIAL SERVICES, INC.
By:
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
X.
Xxxxxxxx
Assistant
Vice President
ACCEPTED
BY:
Aspects
Systems, Inc. f/k/a Aspect Semiquip International, Inc.
By: | /s/ X. Xxxxxx Xxx | ||
Signature (1) | Signature (2) | ||
By: | X. Xxxxxx Xxx | ||
Printed Name | Printed Name | ||
President / CEO | |||
Title | Title | ||
APPROVED
BY:
Guarantor:
/s/ Xxxxxxx X. Xxxxx | |||
XXXXXXX X. XXXXX | |||