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EXHIBIT 10(g)
Congress Financial Corporation
One Post Office Square Suite 3600
Boston, Massachusetts 02109
617 338 1998 Fax 617 338 1497
September 30, 1996
CONGRESS FINANCIAL
CIC Systems, Inc.
7900 Glades Road, Suite 440
Boca Raton, FL 33434
Re: First Amendment to Financing Agreements - Financial Covenants
("First Amendment")
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Gentlemen:
Reference is made to the Amended and Restated Loan and Security
Agreement dated July 1, 1995, between you and the undersigned (the "Loan
Agreement"). All capitalized terms not otherwise defined herein shall have the
meanings given such terms in the Loan Agreement.
Borrower has requested that Lender increase the Maximum Credit from
$70,000,000.00 to $77,000,000.00 and agree to modify certain financial
covenants. Subject to the terms and conditions hereof and effective as of
June 30, 1996, the Lender agrees with the Borrower as follows:
(1) Section 1.21 of the Loan Agreement is deleted in its entirety and
replaced with the following:
"1.21 "Maximum Credit" shall mean $77,000,000.00."
(2) Section 9.13 of the Loan Agreement is deleted in its entirety and
replaced with the following:
"9.13 WORKING CAPITAL. Borrower shall, at all times, maintain
Working Capital of not less than $38,000,000."
(3) Section 9.14 of the Loan Agreement is deleted in its entirety and
replaced with the following:
"9.14 ADJUSTED NET WORTH. Borrower shall, at all times, maintain
Adjusted Net Worth of not less than $11,000,000."
(4) The Borrower agrees to pay to the Lender a facility fee of
$70,000, which fee shall be fully earned and non-refundable by the execution of
this First Amendment by Lender and Borrower.
CONGRESS FINANCIAL Offices In Major Cities Throughout The Country
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CIC Systems, Inc.
September 30, 1996
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(5) In connection with the execution and delivery of this First
Amendment the Borrower and Guarantor shall furnish to the Lender certified
copies of all requisite corporate action and proceedings of the Borrower and
Guarantor in connection with this First Amendment and a legal opinion of
Borrower's and Guarantor's counsel as to the due authorization of this First
Amendment and the enforceability hereof.
(6) Borrower confirms and agrees that (a) all representations and
warranties contained in the Loan Agreement and in the other Financing
Agreements are on the date hereof true and correct in all material respects
(except for changes that have occurred as permitted by the covenants in Section
9 of the Loan Agreement or as permitted under this First Amendment), and (b) it
is unconditionally liable for the punctual and full payment of all Obligations,
including, without limitation, all charges, fees, expenses and costs (including
attorneys' fees and expenses) under the Financing Agreements, and that Borrower
has any defenses, counterclaims or setoffs with respect to full, complete and
timely payment of all Obligations.
(7) Guarantor, for value received, hereby assents to the Borrower's
execution and delivery of this First Amendment, and to the performance by the
Borrower of its agreements and obligations hereunder. This First Amendment and
the performance or consummation of any transaction or matter contemplated under
this Amendment, shall not limit, restrict, extinguish or otherwise impair the
Guarantor's liability to Lender with respect to the payment and other
performance obligations of the Guarantor pursuant to the Guarantee, dated July
1, 1995 executed for the benefit of Lender. Guarantor acknowledges that it is
unconditionally liable to Lender for the full and complete payment of all
Obligations including, without limitation, all charges, fees, expenses and
costs (including attorney's fees and expenses) under the Financing Agreements
and that Guarantor has no defenses, counterclaims or setoffs with respect to
full, complete and timely payment of any and all Obligations.
(9) Borrower hereby agrees to pay to Lender all reasonable attorney's
fees and costs which have been incurred or may in the future be incurred by
Lender in connection with the negotiation and preparation of this First
Amendment and any other documents and agreements prepared in connection with
this First Amendment. The undersigned confirm that the Financing Agreements
remain in full force and effect without amendment or modification of any kind,
except for the amendments explicitly set forth herein. The undersigned further
confirm that after giving effect to this First Amendment, no Event of Default
or events which with notice or the passage of time or both would constitute an
Event of Default have occurred and are continuing. The execution and delivery
of this First Amendment by Lender shall not be construed as a waiver by Lender
of any Event of Default under the Financing Agreements. This First Amendment
shall be deemed to be a Financing Agreement and, together with the other
Financing Agreements, constitute the entire agreement between the parties with
respect
CONGRESS FINANCIAL
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CIC Systems, Inc.
September 30, 1996
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to the subject matter hereof and supersedes all prior dealings, correspondence,
conversations or communications between the parties with respect to the subject
matter hereof.
If you accept and agree to the foregoing please sign and return the
enclosed copy of this letter. Thank you.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
(NEW ENGLAND)
By: /s/ Marc E. Swartz
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Name: Marc E. Swartz
Title: Vice President
AGREED:
CIC SYSTEMS, INC.
By: /s/ Ronald G. Farrell
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Name: Ronald G. Farrell
Title: President
COMPUTER INTEGRATION CORP.
By: /s/ Ronald G. Farrell
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Name: Ronald G. Farrell
Title: President
CONGRESS FINANCIAL