EXHIBIT 10.26
FIRST AMENDMENT TO LOAN AND SECURITY
AGREEMENT AND CONDITIONS SUBSEQUENT RIDER
-----------------------------------------
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONDITIONS
SUBSEQUENT RIDER (the "Amendment") is made and entered into as of October 9,
1998, by and among THE INTERCEPT GROUP, INC., a Georgia Corporation
("InterCept"), INTERCEPT SWITCH, INC., a Georgia Corporation ("ISI"), PROVESA,
INC., a Georgia Corporation ("ProVesa"), PROVESA SERVICES, INC., a Georgia
Corpration ("PSI"), (InterCept, ISI, ProVesa and PSI is each sometimes
individually referred to herein as a "Borrower" and collectively as the
"Borrowers"), and FIRST UNION NATIONAL BANK, a national banking association
("Bank").
For the purpose of conforming the same to the intention of the parties and
for other value received, it is hereby agreed (i) that certain Loan and Security
Agreement, dated April 28, 1998 (the "Agreement"), among Borrowers and Bank, and
(ii) that certain Conditions Subsequent Rider to Loan and Security Agreement by
and among First Union National Bank, The InterCept Group, Inc., InterCept
Switch, Inc., ProVesa, Inc. and ProVesa Services, Inc., dated April 28, 1998
(the "Conditions Subsequent Rider"), among Borrowers and Bank, shall be amended
and modified in the following particulars:
1. Capitalized terms, as used herein, shall have the meaning set forth
in the Agreement, unless the context otherwise requires.
2. Sections 4.02 of Article IV of the Agreement is hereby amended by
adding thereto the phrase "$4,000,000.00 individually or" following the phrase
"Revolving Loans in excess of" in the third line thereof.
3. Section 8.02 of Article VIII of the Agreement is hereby amended by
deleting therefrom the number "$6,000,000" and inserting in lieu thereof the
phrase and numbers "$4,000,000.00 in any single transaction or $6,000,000.00 in
the aggregate for any transactions consummated in the same fiscal year."
4. Section 9.03 of Article IX of the Agreement is hereby amended by
deleting therefrom the number of "$16,000,000" and inserting in lieu thereof the
number and phrase "$10,250,000.00 as of June 3,1998."
5. Section 2.a. of the Conditions Subsequent Rider is hereby amended by
deleting therefrom the number "$20,000,000.00" and inserting in lieu thereof the
number "15,000,000.00."
6. From and after the date hereof, the Agreement shall be deemed to mean
the Agreement, as amended, and the Conditions Subsequent Rider shall be deemed
to mean the Conditions Subsequent Rider, as amended.
7. Each Borrower hereby reaffirms each of the agreements, covenants, and
undertakings set forth in the Agreement, the Conditions Subsequent Rider and
each and every other agreement,
instrument and document executed in connection therewith or pursuant thereto as
if each Borrower were making said agreements, covenants and undertakings on the
date hereof.
8. This Amendment represents a modification only and is not, and should
not be construed as, a novation.
9. Except as hereinabove set forth, the Agreement and the Conditions
Subsequent Rider shall remain otherwise unmodified and in full force and effect,
and all other documents, instruments and agreements executed in connection
therewith or pursuant thereto shall remain in full force and effect.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
hand and seal as of the date first above written.
Borrowers:
---------
Attest: THE INTERCEPT GROUP, INC.
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
----------------------------- ------------------------------------
Secretary Title:
---------------------------------
[CORPORATE SEAL]
Attest: INTERCEPT SWITCH, INC.
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
----------------------------- -------------------------------------
Secretary Title:
----------------------------------
[CORPORATE SEAL]
Attest: PROVESA, INC.
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
----------------------------- ------------------------------------
Secretary Title:
---------------------------------
[CORPORATE SEAL]
Attest: PROVESA SERVICES, INC.
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
----------------------------- ------------------------------------
Secretary Title:
---------------------------------
[CORPORATE SEAL]
Bank:
----
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Title:
---------------------------------
3
