Fifth Amendment to Revolving Loan Agreement Between MMAC Communications Corp. and Keltic Financial Partners, LP Dated as of October 11, 2002

Exhibit 10.3

Fifth Amendment to Revolving Loan Agreement
Between
MMAC Communications Corp. and Keltic Financial Partners, LP
Dated as of October 11, 2002

     This is a Fifth Amendment to the Revolving Loan Agreement, dated as of October 11, 2002, which is made as of the 15th day of February, 2005, (this “Amendment”), between DELTA COMPUTEC INC. (formerly known as MMAC Communications Corp.) (“Borrower”), a Delaware corporation, having an address at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, and KELTIC FINANCIAL PARTNERS, LP (“Lender”), a Delaware limited partnership, with a place of business at 000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx X-000, Xxx, Xxx Xxxx 00000.

WITNESSETH

     WHEREAS, Borrower and Lender are engaged in a continuing commercial lending relationship pursuant to that certain Revolving Loan Agreement, dated as of October 11, 2002 (as previously amended, modified or otherwise supplemented, the “Loan Agreement”), and other related documents, whereby Lender agreed to advance certain sums to Borrower and Borrower agreed to repay same under the terms and conditions therein set forth; and

     WHEREAS, MMAC Communications Corp. changed its name from MMAC Communications Corp. to Delta Computec Inc., as evidenced by that certain Certificate of Amendment to Certificate of Incorporation of MMAC Communications Corp. with the Secretary of State of the State of Delaware on October 15, 2002; and

     WHEREAS, the Borrower has requested that the Lender extend the Termination Date and waive certain provisions in the Loan Agreement; and

     WHEREAS, the Lender is willing to effect such requests, upon the condition that the Loan Agreement shall be otherwise amended as provided herein and subject to certain other terms and conditions herein contained; and

     WHEREAS, the parties wish to memorialize the terms of their agreements by this writing.

     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, it is agreed as follows:

1.      AMENDMENTS TO ARTICLE 1, DEFINITIONS.

          (a)      Section 1 of the Loan Agreement, entitled “Definitions” is hereby amended by deleting Section 1.51 (“Termination Date”) and replacing same with the following:

     “Termination Date” shall mean the earlier of April 15, 2005, or the date on which the Lender terminates this Agreement pursuant to Section 12 hereof.

2.      AMENDMENTS TO ARTICLE 3, LENDER’S COMPENSATION.

          (a)      Section 3.6 (“Liquidated Damages”) is hereby deleted in its entirety and replaced with the following:

                    3.6      Liquidated Damages. If Borrower prepays all or any portion of the principal of the Revolving Loan (other than from time to time for working capital or other payments required hereunder), Borrower shall pay to Lender at the time of such prepayment, liquidated damages in an amount equal to (a) three percent (3.00%) of the Maximum Facility if the Borrower elects to terminate the availability of Revolving Loans as hereinafter provided and the prepayment is made prior to April 15, 2005 or (b) three percent (3.00%) of the amount of any partial prepayment made prior to April 15, 2005, provided, however, the requirements of Section 3.6(a) shall be waived if (i) the termination of the availability of the Revolving Loans results from a sale of substantially all of the assets of Borrower and (ii) Lender, pursuant to a new financing arrangement, provides financing to the entity that acquires substantially all of the assets of Borrower. Borrower shall give Lender as much advance written notice (the “Termination Notice”) of Borrower’s election to terminate the availability of Revolving Loans hereunder prior to the Termination Date as is practicable. The Termination Notice shall be irrevocable and shall specify the effective date of such termination, but shall be in no event later than the Termination Date.

3.      MISCELLANEOUS.

          (a)      The amendments to the Loan Agreement provided for in Sections 1 and 2 of this Amendment shall become effective on the date of this Amendment.

          (b)      Any and all references to the Loan Agreement in any other Loan Document shall be deemed to refer to the Loan Agreement as amended by this Amendment. This Amendment is deemed incorporated into each of the other Loan Documents. Any initially capitalized terms used in this Amendment without definition shall have the meanings assigned to those terms in the Loan Agreement. To the extent that any term or provision of this Amendment is or may be inconsistent with any term or provision in any Loan Document, the terms and provisions of this Amendment shall control.

          (c)      Borrower hereby certifies that: (a) all of its representations and warranties in the Loan Agreement, as amended hereby, are, except as may otherwise be stated in this Amendment: (i) true and correct as of the date of this Amendment, (ii) ratified and confirmed without condition as if made anew, and (iii) incorporated into this Amendment by reference; (b) after giving effect to this Amendment, no Default or Event of Default exists; (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Amendment or, if required, has been obtained, (d) no sums are due and owing to Lender under the Loan Agreement as of the effective date of this Amendment; and (e) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of Borrower, enforceable

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in accordance with its terms. Borrower confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment.

          (d)      Borrower hereby confirms that all Collateral for the Obligations and all liens, security interests, mortgages, and pledges granted by Borrower or third parties (if applicable) pursuant to the Loan Documents, shall continue unimpaired and in full force and effect, and shall cover and secure all of Borrower’s existing and future Obligations to Lender, as modified by this Amendment.

          (e)      This Amendment may be signed in any number of counterpart copies and by the parties to this Amendment on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Amendment by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.

          (f)      This Amendment will be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns.

          (g)      This Amendment has been delivered to and accepted by Lender and will be deemed to be made in the State of New York. This Amendment will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of New York, excluding its conflict of laws rules.

          (h)      Borrower hereby acknowledges its continuing obligation to deliver to Lender tax clearance certificates from all applicable jurisdictions as set forth in the Loan Documents. Borrower shall use commercially reasonable efforts in order to secure same.

          (i)      Except as amended hereby, all of the terms and provisions of the Loan Agreement remain unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of the Loan Agreement or any other Loan Document, a waiver of any Default or Event of Default, or a waiver or release of any of Lender’s rights and remedies (all of which are hereby reserved). Borrower expressly ratifies and confirms the waiver of jury trial provisions contained in the Loan Agreement and the other Loan Documents.

4.      CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.

     Lender’s willingness to agree to the waiver and the amendments set forth in this Amendment are subject to the prior satisfaction of the following conditions:

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          (a)      Borrower and each guarantor shall execute and deliver this Amendment, incumbency certificates, authorizing resolutions, all other documents or information required and requested by Lender, in such form and substance as is satisfactory to Lender.

          (b)      Borrower shall furnish to Lender a written status report regarding the escrowed funds and “no tax due certificates” referenced in that certain Escrow Agreement dated as of October 11, 2002 by and among XxxxXxxx.xxx, Inc., Delta Computec, Inc. n/k/a NQL Sub-Surving Corporation and The Bank of New York,

5.      FEES AND EXPENSES.

          (a)      Borrower shall reimburse Lender for all fees and costs associated with the negotiation, documenting and closing of this Amendment and all documentation related to this Amendment, including, without limitation, the reasonable fees and out-of-pocket costs of counsel for Lender. Lender may charge all such fees and costs by a charge to Borrower’s loan account with Lender. Borrower hereby consents to such charge.

          (b)      Borrower shall pay to Lender a modification fee (the “Modification Fee”) in the amount of Two Thousand Five Hundred Dollars ($2,500.00). The Modification Fee is deemed earned in full on the date that this Amendment is executed by Borrower and shall be paid on or before the execution of this Amendment.

[End of Text; Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have set their hands and seals or caused these presents to be executed by their proper authorized representative as of the day and year first above written.

		DELTA COMPUTEC INC. (formerly known as MMAC Communications Corp.)
		By:		/s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: President

		KELTIC FINANCIAL PARTNERS, LP By: KELTIC FINANCIAL SERVICES, LLC, its General Partner
		By:		/s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Partner

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