AMENDMENT TO BUSINESS CREDIT AND SECURITY AGREEMENT
(Amendment No. 8)
This Amendment to Business Credit and Security Agreement ("Amendment") is made
by and among Deutsche Financial Services Corporation ("DFS"), Elcom Services
Group, Inc. ("Elcom Services"), and Elcom, Inc. ("Elcom, Inc.") (Elcom Services
and Elcom, Inc. are referred to herein collectively as "Borrower).
WHEREAS, DFS and Borrower are parties to that certain Business Credit
and Security Agreement dated March 1, 1997, as amended ("Agreement"); and
WHEREAS, DFS and Borrower desire to amend the Agreement as provided
herein.
NOW, THEREFORE, for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, DFS and Borrower agree as follows:
1. The paragraphs that were added to the Agreement pursuant to Section 7
of that certain Amendment to Business Credit and Security Agreement
(Amendment No. 7) dated as of November 6, 2000, are hereby deleted in
their entirety and replaced with the following (and the following will
also be deemed to modify paragraph 2 of that certain letter regarding
waiver of default dated November 6, 2000, from DFS to Borrower, to the
extent necessary to make the following consistent with such paragraph 2
of said letter):
"1. Not later than November 27, 2000, Borrower hereby agrees to
cause Elcom International, Inc. to cause an institution
acceptable to DFS to issue one or more Irrevocable Letter(s) of
Credit, in the aggregate amount of Fifteen Million U.S. Dollars
($15,000,000.00), in form, substance and with expiration dates
satisfactory to DFS. The Irrevocable Letter(s) of Credit will be
in favor of DFS and Deutsche Financial Services (UK) Limited
("DFS U.K."). If DFS fails to receive the Irrevocable Letter(s)
of Credit on or before November 27, 2000, a Default shall have
occurred under the Agreement and under that certain Standard
Conditions for the Sale and Purchase of Debts dated as of
December 3, 1997 between Elcom Group Limited ("Elcom Ltd.") and
DFS U.K., as amended (the "U.K. Agreement").
2. Borrower hereby agrees that if at least sixty (60) days prior
to the expiration of the above referenced Irrevocable Letter(s)
of Credit or any subsequent Letter(s) of Credit issued in favor
of DFS and DFS U.K., such Irrevocable Letter of Credit is not
extended for a term of six (6) months or longer, or a new
Irrevocable Letter of Credit in an amount, form and from an
institution acceptable to DFS and for a term of six (6) months
or longer is not provided to DFS, a Default shall have occurred
under the Agreement and the U.K. Agreement, and each of DFS and
DFS U.K. may declare all sums owed by Borrower and Elcom Ltd.
under the Agreement and U.K.
Agreement, respectively, to be immediately due and payable. Upon
such Default, each of DFS and DFS U.K. may: (i) exercise any and
all of its rights under the Agreement and the U.K. Agreement
including, but not limited to, the right to repossess the
Collateral from Borrower and Elcom Ltd.; and (ii) exercise any
and all of its rights to draw upon any Irrevocable Letter of
Credit issued in favor of DFS and DFS U.K.
3. Upon DFS' receipt of the Irrevocable Letter of Credit,
Section 10(w) of the Agreement shall be deleted in its
entirety."
2. Conditions Precedent. Notwithstanding the foregoing, this Amendment
shall not be effective unless and until satisfaction of the following
terms and conditions, each as acceptable to DFS, in its sole discretion:
(a) execution and delivery of this Amendment by all parties
hereto;
(b) a reaffirmation by Elcom International, Inc. of the existing
guaranties of the obligations of Borrower to DFS; and
(c) such other and further documents and agreements as DFS may
determine in connection with any of the foregoing.
3. No Other Modifications. Except as expressly modified or amended
herein, all other terms and provisions of the Agreement shall remain
unmodified and in full force and effect and the Agreement, as hereby
amended, is ratified and confirmed by DFS and Borrower.
4. Capitalized Terms. Except as otherwise defined herein, all
capitalized terms will have the same meanings set forth in the
Agreement.
IN WITNESS WHEREOF, DFS, Elcom Services and Elcom, Inc. have executed
this Amendment as of the 20th day of November, 2000.
ELCOM SERVICES GROUP, INC.
ATTEST:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
(Assistant) Secretary
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
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ELCOM, INC.
ATTEST:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
(Assistant) Secretary
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
DEUTSCHE FINANCIAL SERVICES
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager
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Guarantor Consent and Agreement
The undersigned Guarantor hereby acknowledges and consents to the terms of the
foregoing Amendment to Business Credit and Security Agreement (Amendment No. 8),
and does hereby ratify and confirm each and every guaranty of Borrower
(inclusive of Elcom, Inc.) in all respects.
ELCOM INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
Date: November 20, 2000
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U:\48\BCSA\elcom 8th amend.doc (11-00)
