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EX-10.4
Amendment to Loan and Security Agreement
AMENDMENT TO LOAN AND SECURITY AGREEMENT
This AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of
this 30 day of March, 2000, between Coast Business Credit(R), a division of
Southern Pacific Bank ("Coast") and Media Outsourcing, Inc., formerly known as
Direct Sales International, Inc. ("Borrower"), is made in reference to the
following facts:
A. Borrower previously entered into a Loan and Security Agreement with
Coast dated as of January 28, 2000 as amended (the "Loan Agreement"). Unless
otherwise defined, all capitalized terms used herein shall have the meanings
given them in the Loan Agreement.
B. Borrower and Lender wish to amend the Loan Agreement on the terms and
subject to the conditions set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing recitals and the terms
and conditions hereof, the parties do hereby agree as follows, effective as of
the date set forth above:
1. Conditions Precedent. Paragraph 6 under Section 5.15 of the Schedule to
the Loan Agreement, otherwise requiring Borrower to receive additional cash
equity of $3,000,000 by March 31, 2000, is deleted in its entirety.
2. Consolidated Net Worth. Paragraph 6 under Section 8.1 of the Schedule
to the Loan Agreement is deleted in its entirety and replaced with the
following:
"Measured on a quarterly basis beginning March 31, 2000, it shall
constitute an Event of Default if Symposium Corporation does not have a
consolidated net worth (defined as shareholder equity plus subordinated debt) of
not less than $9,000,000."
3. Excess Availability. The following is added as a new Paragraph 12 under
Section 8.1 of the Schedule to the Loan Agreement:
"Borrower shall maintain at all times minimum excess borrowing
availability of not less than the following amounts for the following respective
periods: (a) $750,000 from April 1, 2000 through April 30, 2000; (b) $1,000,000
from May 1, 2000 through June 30, 2000; and (c) $2,000,000 thereafter; provided
that if Borrower raises additional cash equity of $3,000,000 and no Event of
Default has occurred or is continuing, then the foregoing minimum excess
availability requirement shall be reduced to $750,000. If Borrower fails at any
time to maintain the required minimum excess borrowing availability, Borrower
shall have 45 days from the date of the breach to cure the deficiency, provided
that the foregoing 45 day cure period shall only be available for one such
breach every 30 days. Borrower's failure to cure any such breach within the 45
day cure period or the occurrence of a breach where no cure period is applicable
shall, in either case, constitute an Event of Default."
4. Opening Balance Sheet. Coast hereby extends the time for receipt of the
opening balance sheet for Borrower and its subsidiaries from March 31, 2000 to
April 12, 2000.
5. Amendment Fee. In consideration of this Amendment, Borrower shall pay
to Coast on the date hereof an amendment fee of $150,000. This amendment fee
shall be deemed fully earned upon execution of this Amendment and shall be in
addition to all other fees and charges payable by Borrower to Coast.
6. Reaffirmation. Except as modified by the terms herein, the Loan
Agreement and the other Loan Documents remain in full force and effect. If there
is any conflict between the terms and provisions of this Amendment and the terms
and provisions of the Loan Agreement or documents related thereto, the terms and
provisions of this Amendment shall govern.
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7. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. This Amendment may be
executed by facsimile signatures.
8. Governing Law. This Amendment shall be governed by the laws of the
State of California.
9. Attorneys' Fees; Costs; Jury Trial Waiver. Borrower agrees to pay, on
demand, all attorneys' fees and costs incurred in connection with the
negotiation, documentation and execution of this Amendment. If any legal action
or proceeding shall be commenced at any time by any party to this Amendment in
connection with its interpretation or enforcement, the prevailing party or
parties in such action or proceeding shall be entitled to reimbursement of its
reasonable attorneys' fees and costs in connection therewith, in addition to all
other relief to which the prevailing party or parties may be entitled. Each of
Coast and Borrower hereby waives its right to a jury trial in any such action or
proceeding.
COAST BUSINESS CREDIT, a division of Southern Pacific Bank
By:_______________________________________
Its:______________________________________
MEDIA OUTSOURCING, INC., formerly known as Direct Sales International, Inc.
By:_______________________________________
Its:______________________________________
Each of the undersigned Guarantors hereby acknowledges and consents to the
foregoing Amendment and confirms and agrees that its Guaranty executed in favor
of Coast shall remain in full force and effect in accordance with its terms.
SYMPOSIUM CORPORATION
By:_______________________________________
Its:______________________________________
MEDIA OUTSOURCING, LLC
By:_______________________________________
Its:______________________________________
DSI COMMUNICATIONS, LLC
By:_______________________________________
Its:______________________________________
NATIONAL READERS SERVICE, INC.
By:_______________________________________
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Its:______________________________________
__________________________________________
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