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EXHIBIT 10(a)
The CIT Group/
Business Credit, Inc.
1200 Ashwood Parkway
Suite 150
Atlanta, GA 30338
770 522-7672
[THE CIT GROUP LOGO]
March 10, 2000
MOORE-HANDLEY, INC.
3140 Pelham Parkway
Pelham, AL 35124
Gentlemen:
Reference is made to the Financing Agreement between us dated August 7,
1997, as supplemented and amended (the "Financing Agreement"). Capitalized
terms used and not otherwise defined herein shall have the same meanings
given them in the Financing Agreement.
You have requested that we (i) increase the Line of Credit to
$24,000,000.00, (ii) establish a sub-line within the Line of Credit for
advances against Eligible Inventory (as further set forth in the Inventory
Security Agreement of even date herewith) and (iii) extend the term of the
Financing Agreement to August 7, 2002, and we have agreed to such amendment
subject to, and in accordance with the terms, provisions and conditions
hereof:
Effective immediately, pursuant to mutual agreement, the Financing
Agreement shall be, and hereby is, amended as follows:
1. The definitions of "Early Termination Date" and "Early Termination
Fee" (as set forth in Section 1 of the Financing Agreement) shall be,
and each hereby is amended by changing the references therein to
"third Anniversary Date" to "fifth Anniversary Date";
2. The definition of "Line of Credit" (as set forth in Section 1 of the
Financing Agreement) shall be, and hereby is amended by increasing the
$20,000,000.00 amount as set forth therein to $24,000,000.00; and
3. Section 11 of the Financing Agreement shall be, and hereby is amended
by changing all references "third Anniversary Date" in the first and
fourth sentences thereof to read "fifth Anniversary Date".
In addition, we will make advances against Eligible Inventory to you within
the Line of Credit subject to and in accordance with the terms, provisions,
conditions and limitations set forth in the Inventory Security Agreement.
This Amendment shall be effective as of the date hereof upon the
satisfaction of the following conditions precedent:
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1. receipt by CITBC of (i) a manually signed original copy of this
Amendment, Inventory Security Agreement and all other related
documents thereto duly executed and delivered by all parties hereto,
and (ii) the execution and delivery to CITBC of any other
documentation reasonably requested by CITBC (all of which shall be
acceptable to CITBC in its discretion);
2. The absence of (x) any Default and/or Event of Default and (y) any
material adverse change in the financial condition, business,
prospects, profitability, assets or operations of the Company;
3. CITBC's receipt of a secretary's certificate certifying Board of
Directors Resolutions authorizing the execution, delivery and
performance by the Company of this agreement and all documents and
transactions contemplated hereby; and
4. Payment by the Company of (i) any Out-of-Pocket Expenses incurred by
CITBC with respect to the preparation, execution, filing of any
financing statements and delivery of this Amendment, and (ii) in
consideration of the preparation by CITBC's in house legal department
of this Amendment, a Documentation Fee equal to $1,000.00. All such
amounts may, at CITBC's option, be charged to Revolving Loan Account
under the Financing Agreement.
Except as set forth above no other changes in the terms and provisions of the
Financing Agreement are intended or implied. If the foregoing is in accordance
with your understanding of our agreement kindly so indicate by signing and
returning to us the enclosed copy of the letter.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Robert Bernier
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Name: Robert Bernier
Title: Vice President
Read and Agreed to:
MOORE-HANDLEY, INC.
By: /s/ Michael J. Gaines
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Name: Michael J. Gaines
Title: President/COO