Exhibit 10.12
FIRST AMENDMENT TO SUBORDINATION AGREEMENT
THIS FIRST AMENDMENT TO SUBORDINATION AGREEMENT ("Amendment") is made
and entered as of July 2nd, 2003, by and among PETRA MEZZANINE FUND, L.P., a
Delaware limited partnership ("Subordinating Creditor"), FIND/SVP, Inc., a New
York corporation ("Borrower"), GUIDELINE RESEARCH CORP., a New York corporation,
TABLINE DATA SERVICES, INC., a New York corporation, GUIDELINE/CHICAGO, INC., an
Illinois corporation, ADVANCED ANALYTICS, INC., a New York corporation,
GUIDELINE CONSULTING CORP., a New York corporation, and TTECH ACQUISITION CORP.,
a Delaware corporation (collectively, "Guarantors"; Guarantors and Borrower are
sometimes hereinafter individually referred to as a "Debtor Party" and
collectively referred to as "Debtor Parties"), and JPMORGAN CHASE BANK, a New
York banking corporation ("Bank").
W I T N E S S E T H:
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WHEREAS, Subordinating Creditor, Borrower, Guarantors (other than TTech
Acquisition Corp.) and Bank entered into that certain Subordination Agreement
(the "Agreement") dated as of April 1, 2003; and
WHEREAS, at Borrower's request, Subordinating Creditor has agreed to
make available certain additional credit to Borrower; and
WHEREAS, Debtor Parties and Subordinating Creditor desire to obtain
Bank's consent to the extension of the additional credit by Subordinating
Creditor to Borrower, and to reflect that TTech Acquisition Corp., a newly
formed subsidiary of Borrower, shall guarantee the Subordinated Indebtedness;
and
WHEREAS, as a condition of Bank consenting to such extension of the
additional credit by Subordinating Creditor to Borrower, Bank has required that
TTech Acquisition Corp. be joined as a party to the Agreement; and
WHEREAS, by clerical error the Agreement omitted a signature block for
Advanced Analytics, Inc. and the parties desire to correct this error; and
WHEREAS, the parties desire to amend the Agreement to reflect the
foregoing.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. GUARANTORS AND DEBTOR PARTIES. The definitions of "GUARANTORS" and
"DEBTOR PARTIES" in the preamble of the Agreement are hereby amended in all
respects necessary to reflect that TTech Acquisition Corp., a Delaware
corporation, is now included within such definitions.
2. DEFINITIONS. The definition of "SUBORDINATED NOTE" in Subsection
1(a) is hereby deleted and replaced with the following:
"SUBORDINATED NOTE" shall mean (i) that certain Promissory Note
executed by Borrower and payable to the order of Subordinating Creditor, in the
original principal amount of $3,000,000.00 dated April 1, 2003, and (ii) that
certain Promissory Note executed by Borrower and payable to the order of
Subordinating Creditor, in the original principal amount of $500,000 dated July
2, 2003, together with any and all amendments, extensions, modifications,
restatements and renewals thereof.
3. COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY, WARRANT AND STOCK
PURCHASE AGREEMENT. Section 7 of the Agreement is hereby deleted in its entirety
and replaced with the following:
7. COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY, WARRANT AND
STOCK PURCHASE AGREEMENT. Notwithstanding anything contained herein to
the contrary, nothing contained herein shall subordinate, limit or
restrict Subordinating Creditor's rights in respect of (a) an
Assignment of Life Insurance as Collateral, covering a life insurance
policy or policies which in the aggregate amount are not less than
$3,500,000 on the life of Xxxxx Xxxxx (the "Collateral Assignment"),
including but not limited to Subordinating Creditor's rights to enforce
its remedies in respect of the Collateral Assignment and apply the
proceeds thereof to the Subordinated Indebtedness (whether or not a
Blockage Period or Standstill Period exists) or (b) the Warrant or the
Stock Purchase Agreement (as such terms are defined in the Subordinated
Lending Agreements) or any securities issued thereunder.
4. TTECH ACQUISITION CORP. From and after the date hereof, TTech
Acquisition Corp. shall be a party to the Agreement as, and be subject to all
obligations of, a Guarantor and Debtor Party. TTech Acquisition Corp. hereby
joins in this Amendment for such purpose and agrees to be bound by all of the
provisions of the Agreement, as amended hereby, binding on a Guarantor or a
Debtor Party.
5. ADVANCED ANALYTICS, INC. Advanced Analytics, Inc. hereby joins in
the Agreement as a Guarantor and Debtor Party as if it had signed the Agreement
and hereby joins in this Amendment for the purposes contained herein.
6. MISCELLANEOUS. Except as amended herein, the Agreement shall remain
in full force and effect and is hereby ratified and confirmed by the parties
hereto.
7. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
first date above written.
DEBTOR PARTIES: FIND/SVP, INC.
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By: /s/ Xxxxx Xxxxx
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Title: Chief Financial Officer
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GUIDELINE RESEARCH CORP.
By: /s/ Xxxxx Xxxxx
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Title: Vice President
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TABLINE DATA SERVICES, INC.
By: /s/ Xxxxx Xxxxx
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Title: Vice President
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GUIDELINE/CHICAGO, INC.
By: /s/ Xxxxx Xxxxx
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Title: Vice President
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ADVANCED ANALYTICS, INC.
By: /s/ Xxxxx Xxxxx
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Title: Vice President
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GUIDELINE CONSULTING CORP.
By: /s/ Xxxxx Xxxxx
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Title: Vice President
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TTECH ACQUISITION CORP.
By: /s/ Xxxxx Xxxxx
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Title: Treasurer
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[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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SUBORDINATING CREDITOR: PETRA MEZZANINE FUND, L.P.
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By: Petra Partners, LLC, its general
partner
By: /s/ Xxxxxx X. X'Xxxxx
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Xxxxxx X. X'Xxxxx, Managing Member
BANK: JPMORGAN CHASE BANK
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By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President
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