EXHIBIT 10.11(d)
FIRST AMENDMENT TO INVENTORY AND
ACCOUNTS RECEIVABLE LOAN AND
SECURITY AGREEMENT
THIS FIRST AMENDMENT, dated as of the 27th day of October, 1998, is to
that certain Inventory and Accounts Receivable Loan and Security Agreement dated
as of February 28, 1997 (as amended hereby, the "Loan Agreement') by and among
NDC AUTOMATION, INC., a corporation organized and existing under the laws
of the State of Delaware (the "Borrower");
NATIONAL BANK OF CANADA, a Canadian chartered bank ("NBC"); and
NATIONAL CANADA BUSINESS CORP., a Delaware corporation ("NCBC" hereinafter
NBC and NCBC may be referred to collectively as the "Lenders").
RECITALS:
A. The Borrower has requested that the Lenders make a change in the
inventory cap set forth in the Loan Agreement.
B. The Lenders have agreed to make a change in the inventory cap set forth
in the Loan Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
A. The Loan Agreement is amended in the following respect:
1. The second sentence of Section 3 of the Loan Agreement is deleted
in its entirety and replaced with the following.
"The aggregate unpaid principal of all such loans outstanding at any
one time shall not exceed the lesser of (a) One Million Two Hundred
Fifty Thousand Dollars (U.S. $1,250,000.00) or (b) eighty percent (80%)
of the unpaid face amount of Qualified Accounts, as defined below, (or
such other percentages thereof as may from time to time be fixed by the
Lender upon notice to Borrower), plus fifty percent (50%) of the cost
or market value, whichever is lower, of all Eligible Inventory, as
defined below, (hereinafter called the "Inventory Value"), but in no
events shall Inventory Value be in excess of Three Hundred Thousand
Dollars (U.S. $300,000.00)."
2. A new Section 8(q) is added to the Loan Agreement to read as
follows:
"(q) By November 30, 1999, Borrower's computer applications
(including those of its suppliers, vendors and customers) that are
material to its business and operations will be able to perform
properly date-sensitive functions for all dates before and after
January 1, 2000 (that is, be "Year 2000 compliant"), except to the
extent that failure to do so
could not reasonable be expected to have a material adverse effect
on the Borrower."
B. The Lenders hereby notify the Borrower that the Termination Date
referenced in the Loan Agreement and in the documents executed in
connection with the Loan Agreement has been extended to April 30, 1999.
C. All references to the "Loan Agreement" set forth in the documents
executed in connection with the Loan Agreement shall be deemed to be
references to the Loan Agreement as amended by this First Amendment.
D. The Borrower represents and warrants that, as of the date hereof, it is
not in default of the terms of the Loan Agreement, as amended hereby,
or any of the other documents executed among the Borrower and the
Lenders in connection therewith.
E. This First Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an
original.
F. This First Amendment and the Loan Agreement, as amended hereby, shall
be deemed to be contracts made under and for all purposes shall be
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Borrower and the Lenders have caused the
First Amendment to be executed under seal by their duly authorized
corporate officers all as of the day and year first above written.
NDC AUTOMATION, INC.
By /s/Xxxxxx Xxxxxxx
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Title CFO
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NATIONAL BANK OF CANADA
By /s/ SIGNATURE ON FILE
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Title
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By /s/ SIGNATURE ON FILE
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Title
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NATIONAL CANADA BUSDINESS CORP.
By /s/W.Xxxx Xxxxxxx
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Title Vice President
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By /s/SIGNATURE ON FILE
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Title
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