Exhibit 10.4
AMENDMENT TO BUSINESS CREDIT AND SECURITY AGREEMENT
This Amendment is made to that certain Business Credit and Security
Agreement dated as of March 1, 1997 by and among Catalink Direct, Inc., Catalink
Direct (Pennsylvania), Inc. (the foregoing being referred to collectively as
"Borrower") and Deutsche Financial Services Corporation ("DFS") (as amended, the
"Agreement").
WHEREAS, Borrower and DFS are parties to the Agreement and they now desire
to amend the Agreement on and subject to the terms hereof:
NOW, THEREFORE, in consideration of the covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, DFS and Borrower agree as follows:
1. Section 3.1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"3.1 Total Credit Facility. In consideration of Borrower's
payment and performance of its Obligations and subject to the terms and
conditions contained in this Agreement, DFS agrees to provide, and
Borrower agrees to accept, an aggregate credit facility (the "Credit
Facility") of up to One Hundred Twenty Million Dollars ($120,000,000)
(the "Total Credit Limit"). The Credit Facility shall be available in
the form of the following types of Loans: (a) Floorplan Inventory
Loans, (b) Working Capital Loans, and (c) Overadvance Loans. No Loans
need be made by DFS if Borrower is in Default or if there exists any
Unmatured Default. This is an agreement regarding the extension of
credit, and not the provision of goods or services."
2. The introductory paragraph to Section 3.2 of the Agreement is hereby
deleted in its entirety and replaced with the following:
"Subject to the terms of this Agreement, DFS may provide to Borrower
floorplan financing for the acquisition of Inventory from vendors
approved by DFS in DFS' reasonable credit judgment (each advance being
a "Floorplan Inventory Loan"), up to an aggregate unpaid principal
amount at any time not to exceed Sixty-One Million Dollars
($61,000,000) (collectively, the "Floorplan Inventory Loan Facility").
DFS may, however, at any time and without notice to Borrower, elect not
to finance any Inventory sold by particular vendors who are in default
of their obligations to DFS. DFS may at any time suspend or terminate
the relationship or approval of any vendor. DFS will use reasonable
efforts to attempt to give Borrower prior notice of such suspension or
termination."
3. The introductory paragraph to Section 3.3 is hereby deleted in its
entirety and replaced with the
following:
"Subject to the terms of this Agreement, DFS agrees, for so long as no
Default exists, to provide to Borrower, and Borrower agrees to accept,
working capital financing (each advance being a "Working Capital Loan")
on Eligible Accounts and Eligible Inventory in the maximum aggregate
unpaid principal amount at any time equal to the lesser of (i) the
Borrowing Base and (ii) Fifty-Six Million Dollars ($56,000,000) ("Total
Working Capital Credit Limit"). A request for a Working Capital Loan
shall be made, or shall be deemed to be made, as provided in Section
5.1 hereof."
4. The second to last sentence of Section 3.4 is hereby deleted in its
entirety and replaced with the following:
"Notwithstanding anything else herein, the total outstanding principal
amount of all Loans under this Agreement shall not at any time exceed
$120,000,000."
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All other terms as they appear in the Agreement, to the extent not
inconsistent with the foregoing, are ratified and remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, Borrower and DFS have executed this Amendment to
Business Credit and Security Agreement this 8th day of September, 1997.
CATALINK DIRECT, INC.
ATTEST: By: /s/ Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx Title: Chief Financial Officer
Assistant Secretary
CATALINK DIRECT (PENNSYLVANIA), INC.
ATTEST: By: /s/ Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx Title: Chief Financial Officer
Assistant Secretary
DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ A. D. Hartford
Title: Regional Vice President
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