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EXHIBIT 10.10
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GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
SECOND AMENDMENT TO LOAN DOCUMENTS
BORROWER: SYNQUEST, INC.
ADDRESS: 0000 XXXXXXX XXXX, XXXXX 000
XXXXXXXX, XX 00000
DATE: SEPTEMBER 24, 1997
THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered
into between GREYROCK BUSINESS CREDIT, a Division of NationsCredit Commercial
Corporation ("GBC"), whose address is 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, and the Borrower named above ("Borrower").
GBC and Borrower agree to amend and supplement the Loan and Security
Agreement between them, dated July 10, 1996, as amended (the "Loan Agreement"),
as follows. (This Amendment, the Loan Agreement, and all other written documents
and agreements between GBC and Borrower, are referred to herein collectively as
the "Loan Documents." Capitalized terms used but not defined in this Amendment
shall have the meanings set forth in the Loan Agreement.)
1. Amendment of Credit Limit. Section 1 of the Schedule to the Loan
Agreement is amended in its entirety to read as follows:
1. CREDIT LIMIT An amount not to exceed the lesser of (1) and (2) below:
(Section 1.1)
(1) $15,000,000 at any one time outstanding; and
(2) an amount equal to the sum of the following (without
duplication);
(i) an amount equal to 80% of Borrower's
Eligible Receivables (as defined in Section
8 above) and the Eligible Receivables of
Xxxxxx Consulting, Inc. ("BCI"); plus
(ii) the Overadvance Commitment (as defined
below); plus
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(iii) the amount from time to time outstanding
under the Term Loan described below.
As used herein, the "Overadvance Commitment" means an amount
of up to $2,500,000 at any one time outstanding; provided that
the Overadvance Commitment shall reduce to $0 and be available
hereunder for a period of five consecutive days during the
fifteen day period following the end of each fiscal quarter of
Borrower, and no Loans may be made or outstanding pursuant to
the Overadvance Commitment during such clean-up period.
Subject to the other provisions of the Loan and Security Agreement
(including, without limitation, the foregoing Credit Limit), the Borrower may
request a term loan (the "Term Loan") in the principal amount of $5,000,000 to
be funded on the date the conditions precedent set forth below are satisfied.
The Term Loan shall be evidenced by a promissory note in substantially the form
of Exhibit A hereto.
For purposes of this Agreement, the following provisions shall apply so
long as Loans are being made hereunder with respect to any Receivables of BCI:
(1) all representations and warranties of BCI made in the Security
Agreement dated June 16, 1997 (the "Security Agreement"), between BCI and GBC,
relating to any Receivable of BCI with respect to which any Loan is requested by
Borrower, including the representations set forth in Section 2.12 of the
Security Agreement, shall be true and correct on the date any such Loan is made;
and
(2) Borrower shall, or shall cause BCI to, provide GBC with the daily
reporting of transactions and daily schedules and assignments of BCI's
Receivables and schedules of collections, as called for by Section 4.3 hereof
with respect to Borrower's Receivables, and Borrower shall deliver, or cause BCI
to deliver, all proceeds of BCI's Receivables to GBC, within one business day
after receipt, as called for by Sections 4.4 and 5.4 hereof with respect to
Borrower's Receivables.
As used in this Schedule, the terms "Receivables" and "Eligible
Receivables" (as defined in Section 8) shall be deemed to include a reference to
BCI in each place in such definitions in which a reference to Borrower is made.
(3) Conditions Precedent. The effectiveness of this Amendment shall be
subject to the conditions precedent that GBC shall have received (i) Consent to
Amendment, in form and substance satisfactory to GBC, executed by Xxxxxx
Consulting, Inc., a corporation organized under the laws of the State of
Georgia, as Guarantor, evidencing such Guarantor's consent hereto, (ii)
Borrower's Resolutions authorizing this Amendment, and (iii) an amendment fee in
the amount of $75,000, which shall be payable on the execution hereof by
Borrower.
(4) Representations True. To induce GBC to enter into this Amendment,
Borrower hereby confirms and restates, as of the date hereof, the
representations and warranties made by it in Section 3 of the Loan Agreement.
For the purposes of this Section 4 each reference in Section 3 of the Loan
Agreement to "this Agreement," and the words "hereof," "herein," "hereunder," or
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GREYROCK BUSINESS CREDIT AMENDMENT TO LOAN DOCUMENTS
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words of like import in such Section, shall mean and be a reference to the Loan
Agreement as amended by this Amendment.
(5) General Provisions. GBC's execution and delivery of, or acceptance
of, this Amendment and any other documents and instruments in connection
herewith shall not be deemed to create a course of dealing or otherwise create
any express or implied duty by it to provide any other or further amendments,
consents or waivers in the future. This Amendment, the Loan Agreement, and the
other Loan Documents set forth in full all of the representations and agreements
of the parties with respect to the subject matter hereof and supercede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended and
supplemented, all of the terms and provisions of the Loan Agreement and the
other Loan Documents shall continue in full force and effect and the same are
hereby ratified and confirmed. This Amendment forms part of the Loan Agreement
and the terms of the Loan Agreement are incorporated herein by reference.
BORROWER: GBC:
SYNQUEST, INC. GREYROCK BUSINESS CREDIT,
A DIVISION OF NATIONSCREDIT
COMMERCIAL CORPORATION
BY: BY: /s/ Xxxx Xxxxxx
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PRESIDENT OR VICE PRESIDENT TITLE: Vice President
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BY: /s/ Xxxx Xxxxxx
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SECRETARY OR ASS'T SECRETARY
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