Exhibit 10.42
AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING
This Amendment to Agreement for Wholesale Financing is made to that
certain Agreement for Wholesale Financing entered into by and between
Government Technology Services, Inc. ("Dealer") and Deutsche Financial
Services Corporation ("DFS") as of June 27, 1996, as amended ("Agreement").
FOR VALUE RECEIVED, Dealer and DFS agree to amend the Agreement as
follows:
1. Dealer hereby confirms its understanding of the discretionary
nature of its credit facility established pursuant to the terms of the
Agreement. The foregoing notwithstanding, DFS hereby confirms that it has
established a facility available for Dealer's inventory purchases under the
terms of the Agreement in the amount of $20,000,000, which such amount
shall be reduced to $10,000,000 for the period commencing on February 1 and
ending on May 31 in any calendar year. DFS is not permitted to increase
either of the foregoing facility amounts without the prior written consent
of a majority, by number, of the "Lenders" (as that terms is defined in the
Credit Agreement), excluding DFS as a Lender for purposes of such
calculation.
2. The following paragraph shall be inserted into the Agreement as
if fully and originally set forth therein and shall replace in their
entirety any previous provisions concerning the subject matter hereof:
"Unused Line Fee. To the extent the unused amount of Dealer's
facility under this Agreement exceeds fifty percent (50%) of the
maximum facility available to Dealer hereunder, Dealer agrees to pay
DFS an unused line fee of three-hundred twenty-five one thousandths of
one percent (.325%) per annum on the daily average of the unused
amount of the Dealer's facility under this Agreement. Said fee shall
be determined monthly based upon an average of the status of the
facility measured once per week in such month. The facility shall be
considered utilized to the extent of advances actually made by DFS in
respect of an invoice and open approvals, which are defined as amounts
approved by DFS under this facility, but which, for any reason, remain
unfunded by DFS for a period not to exceed 30 days from the date of
such open approval. Such unused line fee shall be payable monthly in
arrears and due pursuant to the applicable billing statement."
3. The following paragraph shall be incorporated into the Agreement
as if fully and originally set forth therein and shall replace in their
entirety any previous provisions concerning the subject matter hereof:
"Financial Covenants. Dealer agrees that it will:
(a) at all times maintain a Tangible Net Worth plus Subordinated Debt
in the combined amount of not less than the amount shown below for the
period corresponding thereto:
Period Amount
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Calendar quarter ending 3/31/98 $38,000,000
Calendar quarter ending 6/30/98 $40,000,000
Calendar quarter ending 9/30/98 $45,000,000
Calendar quarter ending 12/31/98
and each calendar quarter thereafter $47,000,000;
(b) at all times maintain a ratio of Debt minus Subordinated Debt to
Tangible Net Worth plus Subordinated Debt of not more than the amount
shown below for the period corresponding thereto:
Period Ratio
----------------------------------------------------
Calendar quarter ending 3/31/98 4.0 to 1.0
Calendar quarter ending 6/30/98 3.0 to 1.0
Calendar quarter ending 9/30/98 5.0 to 1.0
Calendar quarter ending 12/31/98
and each calendar quarter thereafter 3.5 to 1.0;
(c) at all times maintain a ratio of Current Assets to current
liabilities of not less than the amount shown below for the period
corresponding thereto:
Period Ratio
----------------------------------------------------
Calendar quarter ending 3/31/98 1.2 to 1.0
Calendar quarter ending 6/30/98 1.2 to 1.0
Calendar quarter ending 9/30/98 1.1 to 1.0
Calendar quarter ending 12/31/98
and each calendar quarter thereafter 1.2 to 1.0
(d) for the fiscal year of Dealer ending December 31, 1998, and each
and every fiscal year thereafter, Dealer shall achieve net income,
before giving effect to provisions for income taxes, of at least Two
Million Dollars ($2,000,000.00).
For purposes of this paragraph: (i) 'Tangible Net Worth' means the book
value of Dealer's assets less liabilities (including as liabilities all
recorded reserves for contingencies and other potential liabilities),
excluding from such assets all Intangibles; (ii) 'Intangibles' means and
includes general intangibles (as that term is defined in the UCC); accounts
receivable and advances due from officers, directors, member, owner,
employees, stockholders and affiliates; leasehold improvements net of
depreciation; licenses; good will; prepaid expenses (except for those
determined by DFS, in its sole discretion, not to be Intangible); escrow
deposits (except for those determined by DFS, in its sole discretion, not
to be Intangible); covenants not to compete; the excess of cost over book
value of acquired assets; franchise fees; organizational costs; finance
reserves held for recourse obligations; capitalized research and
development costs; and such other similar items as DFS may from time to
time determine in DFS' sole discretion; (iii) 'Debt' means all of Dealer's
liabilities and indebtedness for borrowed money of any kind and nature
whatsoever other than Subordinated Debt (as defined below), whether direct
or indirect, absolute or contingent, and including obligations under
capitalized leases, guaranties or with respect to which Dealer has pledged
assets to secure performance, whether or not direct recourse liability has
been assumed by Dealer; (iv) 'Subordinated Debt' means all of Dealer's Debt
which is subordinated to the payment of Dealer's liabilities to DFS by an
agreement in form and substance satisfactory to DFS; and (v) 'Current
Assets' means Dealer's current assets. The foregoing terms will be
determined in accordance with GAAP consistently applied, and, if
applicable, on a consolidated basis."
All other terms as they appear in the Agreement, to the extent
consistent with the foregoing, are ratified and remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, Dealer and DFS have executed this Amendment to
Agreement for Wholesale Financing this 2nd day of July, 1998.
GOVERNMENT TECHNOLOGY SERVICES, INC.
ATTEST: By: /s/ Stephen L. Waechter
--------------------------------
Title: CFO
/s/ Judith B. Kassel
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(Assistant) Secretary
DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Dwight Fairchild
--------------------------------
Print Name: Dwight Fairchild
Title: Senior Regional Branch Manager
CONSENT AND ACKNOWLEDGMENT
The undersigned Guarantor hereby acknowledges and consents to the
terms of the foregoing Amendment, and does hereby ratify and confirm its
Guaranty in all respects.
FALCON MICROSYSTEMS, INC.
By: /s/ Stephen L. Waechter
-------------------------
Name: Stephen L. Waechter
Title: CFO
Date: 7/2/98