Exhibit 10.5
FIRST AMENDMENT TO
GENERAL CREDIT AND SECURITY AGREEMENT
THIS AGREEMENT, dated as of August 20, 1999, between SPECTRUM
Commercial Services, a division of Lyon Financial Services, Inc., a Minnesota
Corporation, having its mailing address and principal place of business at 0000
Xxxxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (herein called
"Lender"), and FieldWorks, Incorporated, a Minnesota corporation, having the
mailing address and principal place of business at 0000 Xxxxxxx Xxxxx, Xxxx
Xxxxxxx, Xxxxxxxxx 00000 (herein called "Borrower"), amends that certain General
Credit and Security Agreement dated November 19, 1999, ("Credit Agreement") as
amended. Where the provisions of this Agreement conflict with the Credit
Agreement, the intent of this Agreement shall control.
1. WHEREAS, certain Events of Default have occurred under the Credit
Agreement as follows: Borrower failed to post a year-to-date net profit for the
quarter ended 6/30/99.
2. WHEREAS, Lender is willing to waive such defaults provided that the
interest rate specified in the Credit Agreement is increased by 1%.
3. WHEREAS, Borrower desires to borrow up to $3 million in debt that is
subordinated to the loans described by the Credit Agreement on terms and
conditions previously disclosed to Lender ("Subordinated Debt").
4. It is hereby agreed that:
A. Lender hereby waives the Specific Defaults. No other default
or Event of Default is waived hereby and Lender reserves the
right to call future defaults and/or to demand payment of any
loans under the Credit Agreement or otherwise.
B. In paragraph 5 of the Credit Agreement, the phrase "three
Percent (3%) in excess of the Prime Rate" shall be deleted and
replaced with "four Percent (4%) in excess of the Prime Rate".
C. In paragraph 5 of the Credit Agreement, the phrase "in no
event shall the interest rate in effect under the Note at any
time be less than 9% per annum" and shall be replaced with "in
no event shall the interest rate in effect under the Note at
any time be less than 10% per annum".
D. Lender hereby consents to the Subordinated Debt provided the
debt itself contains language of subordination which is
approved by and satisfactory to Lender.
5. The provisions hereof are effective as of August 20, 1999.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SPECTRUM COMMERCIAL SERVICES FIELDWORKS, INCORPORATED
By /s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxxx Xxxx
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Xxxxxx X. Xxxxxxxxx, Senior Vice President Xxxxx Xxxx, CEO
