Exhibit 10.17
September 21, 2000
Luminant Worldwide Corporation
13737 Noel Road
Suite 1400
Dallas, TX 75240-7367
Attention: Thomas G. Bevivino
Re: Letter Amendment to Credit and Security Agreement
Dear Mr. Bevivino:
Luminant Worldwide Corporation, a Delaware corporation (the "Parent
Borrower"), LWC Operating Corp., a Delaware corporation, LWC Management
Corp., a Delaware corporation, Potomac I Holdings, Inc., a Delaware
corporation, Multimedia I Holdings, Inc., a Delaware corporation, RSI Group,
Inc., a Texas corporation, Align Solutions Corp., a Delaware corporation,
Potomac Partners Management Consulting, LLC, a Delaware limited liability
company, Multimedia Resources, LLC, a New York limited liability company,
Interactive8, Inc., a New York corporation, BD Acquisition Corp., a Delaware
corporation, Resource Solutions International, LLC, a Texas limited liability
company, Integrated Consulting, Inc., a Texas corporation, Free Range Media,
Inc., a Washington corporation, Align-Fifth Gear Acquisition Corporation, a
Delaware corporation, and Align-Synapse Acquisition Corporation, a Texas
corporation (together with the Parent Borrower, the "Borrowers" and each a
"Borrower"), and Wells Fargo Business Credit, Inc., a Minnesota corporation
(the "Lender") are parties to a Credit and Security Agreement dated as of
April 5, 2000, as amended by a First Amendment to Credit and Security
Agreement dated as of August 31, 2000 (as amended, the "Credit Agreement").
Capitalized terms used in this letter shall have the meanings given in the
Credit Agreement.
The Borrowers have requested that certain changes be made to the
requirements under the Credit Agreement which set forth the manner in which
the Borrowers report their ineligible accounts receivable, and have asked
that the Lender consent to the Parent Borrower's issuance of debentures
pursuant to the terms of a Convertible Debenture Purchase Agreement by and
among the Parent Borrower and certain investor signatories thereto and dated
as of September 21, 2000. The Lender is agreeable to doing so pursuant to
the terms and conditions set forth in this letter.
Luminant World Wide Corporation
September 20, 2000
Page 2 of 4
The Credit Agreement is hereby amended as follows:
1. DEFINITIONS. The following new definition is added to Section 1.1 of
the Credit Agreement:
"DEBENTURE PURCHASE AGREEMENT' HAS THE MEANING GIVEN IN SECTION 7.2(d)."
2. REPORTING REQUIREMENTS. Section 6.1(c) of the Credit Agreement is
amended to read as follows:
"( c ) within 15 days after the end of each month or more frequently
if the Lender so requires, agings of all the Borrowers' accounts receivable
on a consolidated basis and their accounts payable and a calculation of
their Accounts and Eligible Accounts as of the end of such period;
PROVIDED, HOWEVER, for the period of September 21, 2000 through and
including December 31, 2000, the Borrowers shall submit calculations of
their Accounts and Eligible Accounts on the 10th day of each month,
calculated as of the last day of the previous month, on the 20th day of
each month, calculated as of the 10th day of the month and on the last day
of the month, calculated as of the 20th day of the month; PROVIDED,
FURTHER, HOWEVER, if the Borrowers fail to deliver any calculations
referenced in the second clause of this subsection on the specific dates
required therein, the Borrowers shall submit calculations of their Accounts
and Eligible Accounts in accordance with the first clause of this
subsection;"
3. INDEBTEDNESS. Section 7.2 of the Credit Agreement is amended by
deleting the word "and" at the end of subsection (b), changing the
period at the end of subsection (c) to a semicolon followed by the
word "and", and adding the following new subsection (d) immediately
following subsection (c):
"(d) indebtedness arising from the debentures issued pursuant to
that certain Convertible Debenture Purchase Agreement by and among the
Parent Borrower and the investor signatories thereto and dated as of
September 19, 2000 (the "Debenture Purchase Agreement")."
4. PAYMENTS UNDER DEBENTURE PURCHASE AGREEMENT. The following new
Section 7.19 is added to the Credit Agreement immediately following
Section 7.18:
"Section 7.19 PAYMENTS UNDER DEBENTURE PURCHASE AGREEMENT. The
Borrowers shall not satisfy any payment obligations arising under the
Debenture Purchase Agreement or any related document except by the issuance
of additional stock."
Luminant World Wide Corporation
September 20, 2000
Page 3 of 4
Except as explicitly amended hereby, all of the terms and conditions
of the Credit Agreement and the other Loan Documents related thereto shall
remain in full force and effect.
By acknowledging and agreeing to the terms of this letter amendment,
the Borrowers hereby further represent and warrant to the Lender that (a) all
of the representations and warranties contained in Article V of the Credit
Agreement are correct on and as of the date hereof as though made on and as
of such date, except to the extent that such representations and warranties
relate solely to an earlier date, and (b) all of the representations and
warranties contained in the Debenture Purchase Agreement and the documents
related thereto are correct on and as of the date hereof.
Neither this letter, nor any other communication between the Lender
and the Borrower shall be deemed to be a waiver, modification or release of
any Default or Event of Default, whether such Default or Event of Default
arose or arises before, on or after the date hereof and whether or not known
to the Lender.
Please acknowledge your acceptance of the foregoing by signing and
returning to the undersigned the additional copies of this letter enclosed
for that purpose.
Very truly yours,
WELLS FARGO BUSINESS CREDIT, INC.
By______________________________
Terrance O. McKinney
Its Assistant Vice President
ACKNOWLEDGED AND ACCEPTED
THIS _____ DAY OF SEPTEMBER, 2000.
LUMINANT WORLDWIDE CORPORATION
By_________________________
Guillermo G. Marmol
Its Chief Executive Officer
Luminant World Wide Corporation
September 20, 2000
Page 4 of 4
LWC OPERATING CORP., LWC MANAGEMENT CORP., POTOMAC I HOLDINGS, INC.
MULTIMEDIA I HOLDINGS, INC., RSI GROUP, INC., ALIGN SOLUTIONS CORP.,
MULTIMEDIA RESOURCEES, LLC, INTERACTIVE8, INC., BD ACQUISITION CORP.,
RESOURCE SOLUTIONS INTERNATIONAL, LLC, INTEGRATED CONSULTING, INC., FREE
RANGE MEDIA, INC., ALIGN-FIFTH GEAR ACQUISITION CORPORATION, and
ALIGN-SYNAPSE ACQUISITION CORPORATION
By /s/ Guillermo G. Marmol
-----------------------------
Guillermo G. Marmol
Its President
POTOMAC PARTNERS MANAGEMENT
CONSULTING, LLC
By /s/ Guillermo G. Marmol
-----------------------------
Guillermo G. Marmol
Its Manager