EXHIBIT 10.2
March 23, 2005
THE A CONSULTING TEAM, INC.
200 Park Avenue South
Suite 901
New York, New York 10003
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
77 Brant Avenue
Clark, New Jersey 07060
Attn: Shmuel BenTov
Re: LOAN AND SECURITY AGREEMENT DATED AS OF MARCH 23, 2004, BY AND
AMONG THE A CONSULTING TEAM, INC., INTERNATIONAL OBJECT
TECHNOLOGY, INC., AND KELTIC FINANCIAL PARTNERS, LP
$4,000,000 REVOLVING LOAN
FIRST MODIFICATION TO MARCH 23, 2004 RESTATED AND
AMENDED LOAN AND SECURITY AGREEMENT BY AND AMONG THE
A CONSULTING TEAM, INC., INTERNATIONAL OBJECT
TECHNOLOGY, INC., AND KELTIC FINANCIAL PARTNERS, LP
Dear Mr. BenTov:
THE A CONSULTING TEAM, INC. (hereinafter "TACT"),
INTERNATIONAL OBJECT TECHNOLOGY, INC. (hereinafter "IOT") and KELTIC
FINANCIAL PARTNERS, LP (hereinafter "KELTIC") are parties to a certain
Restated and Amended Loan and Security Agreement dated as of March 23,
2004 (hereinafter the "LOAN AGREEMENT"). TACT and IOT are each
hereinafter individually referred to as "BORROWER" and collectively
referred to as "BORROWERS".
Keltic understands that prior to giving effect to the
transaction discussed below, the authorized, issued, outstanding and
owned common and preferred shares of TACT and IOT stock are as follows:
(a) TACT's shares of common stock (hereinafter the "TACT
COMMON SHARES") are publicly traded.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 2
(b) Control of TACT's Common Shares is held by Shmuel BenTov
(hereinafter sometimes called the "SELLING SHAREHOLDER").
(c) TACT was authorized to issue and did in fact issue 530,304
shares of $0.01 par value Series A preferred stock
(hereinafter "TACT'S SERIES A PREFERRED STOCK") for a total
purchase price of $350,000.64 (i.e., 530,304 shares multiplied
by a purchase price of $0.66 per share). All of TACT's Series
A Preferred Stock is outstanding on the date hereof and is
held entirely by the Selling Shareholder. TACT's Series A
Preferred Stock pays a semi-annual dividend in an amount
calculated at 7% of its initial purchase price of $350,000.64.
(d) TACT was authorized to issue and did in fact 41,311 shares of
$0.01 par value Series B preferred stock (hereinafter "TACT'S
SERIES B PREFERRED STOCK") for a total purchase price of
$27,265.26 (i.e., 41,311 shares multiplied by a purchase price
of $0.66 per share). All of TACT's Series B Preferred Stock is
outstanding on the date hereof and is held entirely by Yossi
Vardi. TACT's Series B Preferred Stock pays a semi-annual
dividend in an amount calculated at 7% of its initial purchase
price of $27,265.26.
(e) All of IOT's shares of common stock are held by TACT.
TACT has advised Keltic that the following has occurred or is to occur:
(a) TACT'S ACQUISITION OF SHARES OF VANGUARD INFO-SOLUTIONS
CORPORATION BY GIVING TACT COMMON SHARES IN EXCHANGE THEREFOR:
(1) On January 21, 2005, TACT entered into a Share
Exchange Agreement (hereinafter the "SHARE EXCHANGE
AGREEMENT").
(2) The parties to the Share Exchange Agreement are TACT,
VANGUARD INFO-SOLUTIONS CORPORATION (a New Jersey
corporation formerly known as 13213 Solutions, Inc.,
and hereinafter "VANGUARD"), the stockholders of
Vanguard named therein (hereinafter the "VANGUARD
STOCKHOLDERS") and the authorized representative
named therein.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 3
(3) Pursuant to the Share Exchange Agreement, TACT has
agreed to the following transactions (hereinafter
collectively the "EXCHANGE TRANSACTION"):
TACT will acquire all of the issued and
outstanding shares of capital sock of
Vanguard in exchange for an aggregate of
7,312,796 shares of TACT Common Shares. Of
such 7,312,796 TACT Common Shares, 6,312,796
TACT Common Shares will be issued to the
Vanguard Stockholders upon consummation of
the transactions contemplated by the Share
Exchange Agreement. Of such 7,312,796 TACT
Common Shares, 1,000,000 TACT Common Shares
will be delivered by TACT into escrow for a
period of one year to secure indemnification
obligations of certain of the Vanguard
Stockholders.
(4) The consummation of the Exchange Transaction requires
the approval of the existing holders of TACT Common
Shares and is subject to customary conditions to
closing, as well as the consummation of the Company
Stock Purchase Transaction and the Selling
Shareholder Stock Purchase Transaction, each as
defined below.
(5) TACT engaged Ehrenkrantz King Nussbaum Inc. as its
financial advisor in connection with the Exchange
Transaction, who opined to TACT's board of directors
that the terms and conditions of the Exchange
Transaction were fair to the current holders of TACT
Common Shares.
(b) TACT'S SALE OF TACT COMMON SHARES TO OAK FINANCE INVESTMENTS
LIMITED:
(1) On January 21, 2005, TACT and Oak Finance Investments
Limited (a British Virgin Islands company and
hereinafter "OAK") entered into a Stock Purchase
Agreement (hereinafter the "COMPANY STOCK PURCHASE
AGREEMENT").
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 4
(2) Pursuant to the Company Stock Purchase Agreement, the
following will occur:
TACT will sell, and Oak will purchase,
625,000 TACT Common Shares at a purchase
price of $8.00 per TACT Common Share. TACT
also granted to Oak, or an assignee of Oak,
an option to purchase an additional 625,000
TACT Common Shares at a purchase price of
$8.00 per TACT Common Share within 120 days
of the consummation of the transactions
contemplated by the Company Stock Purchase
Agreement.
(3) The consummation of the transactions contemplated by
the Company Stock Purchase Agreement requires the
approval of the existing holders of TACT Common
Shares and is subject to customary conditions to
closing, as well as the consummation of the Exchange
Transaction and the Selling Shareholder Stock
Purchase Transaction.
(c) SHMUEL BENTOV'S SALE OF TACT COMMON SHARES TO OAK FINANCE
INVESTMENTS LIMITED:
(1) On January 21, 2005, Oak and the Selling Shareholder
Shmuel BenTov entered into a Stock Purchase Agreement
(hereinafter the "SHAREHOLDER STOCK PURCHASE
AGREEMENT").
(2) Pursuant to the Shareholder Stock Purchase Agreement,
the following will occur:
Shmuel BenTov, as the Selling Shareholder,
will sell, and Oak will purchase, 1,024,697
TACT Common Shares beneficially owned by the
Selling Shareholder Shmuel BenTov at a
purchase price of $10.25 per TACT Common
Share (hereinafter the "SELLING SHAREHOLDER
STOCK PURCHASE TRANSACTION"), provided, that
if TACT does not pay a dividend on the TACT
Common Shares of $0.75 per TACT Common Share
on or prior to the date that the
transactions contemplated by
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 5
the Shareholder Stock Purchase Agreement are
consummated, then the price per TACT Common
Share payable to the Selling Shareholder
shall be increased by the amount of the
difference between $0.75 and the amount of
any dividend actually paid.
(3) The consummation of the transactions contemplated by
the Shareholder Stock Purchase Agreement is subject
to customary conditions to closing, as well as the
consummation of the Exchange Transaction and the
Company Stock Purchase Transaction and TACT and the
Selling Shareholder entering into an amendment to the
Selling Shareholder's existing employment agreement.
(d) CONVERSION OF TACT SERIES A PREFERRED STOCK OWNED BY SHMUEL
BENTOV INTO TACT COMMON SHARES: Prior to the consummation of
the Selling Shareholder Stock Purchase Transaction, the
Selling Shareholder Shmuel BenTov is required to convert all
shares of TACT Series A Preferred Stock owned by him into TACT
Common Shares.
(e) CONVERSION OF TACT SERIES B PREFERRED STOCK OWNED BY YOSSI
VARDI INTO TACT COMMON SHARES: Prior to the consummation of
the Share Exchange Agreement, Yossi Vardi is required to
convert all shares of TACT Series B Preferred Stock owned by
him into TACT Common Shares.
(f) VOTING AGREEMENT BY SELLING SHAREHOLDER SHMUEL BENTOV IN FAVOR
OF OAK FINANCE INVESTMENTS LIMITED:
(1) The Selling Shareholder Shmuel BenTov and Oak entered
into a Principal Shareholder's Agreement (hereinafter
the "VOTING AGREEMENT") in connection with their
execution and delivery of the Shareholder Stock
Purchase Agreement.
(2) Pursuant to the Voting Agreement, the Selling
Shareholder has agreed to, among other things, vote
all TACT Common Shares beneficially owned by him
(excluding 3,750 TACT Common Shares beneficially
owned by the Selling Stockholder but held of record
by Ronit BenTov, the spouse of the Selling
Stockholder) in favor of the
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 6
Exchange Transaction and the Company Stock Purchase
Transaction at any meeting of the holders of any
class or classes of capital stock of TACT called to
approve such transactions (or any written consents
distributed in lieu of a meeting).
(3) The Selling Shareholder has also granted Oak an
irrevocable proxy to, among other things, vote all
TACT Common Shares beneficially owned by him
(excluding 3,750 TACT Common Shares beneficially
owned by the Selling Stockholder but held of record
by Ronit BenTov, the spouse of the Selling
Stockholder) in favor of the Exchange Transaction and
the Company Stock Purchase Transaction at any meeting
of the holders of any class or classes of capital
stock of TACT called to approve such transactions (or
any written consents distributed in lieu of a
meeting).
(g) TACT'S EMPLOYMENT AGREEMENT WITH ITS CHIEF FINANCIAL OFFICER
RICHARD D. FALCONE:
(1) On January 21, 2005, TACT entered into an employment
agreement (hereinafter the "New Employment
Agreement") with its chief financial officer, Richard
D. Falcone.
(2) The terms of the New Employment Agreement will become
effective upon the consummation of the Exchange
Transaction.
(3) The term of the Employment Agreement is three years.
(h) CHANGE IN CONTROL OF TACT'S OWNERSHIP: If the transactions
contemplated by the Share Exchange Agreement, the Company
Stock Purchase Agreement, the Shareholder Stock Purchase
Agreement and the Voting Agreement are ultimately consummated,
TACT will undergo a change in ownership control.
(i) CHANGE IN CONTROL OF TACT'S MANAGEMENT:
(1) If the transactions contemplated by the Share
Exchange Agreement, the Company Stock Purchase
Agreement, the Shareholder Stock Purchase Agreement
and the Voting Agreement are ultimately
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 7
consummated, TACT will undergo a change in management
control.
(2) On January 20, 2005, the Board of Directors of TACT
voted to expand the size of the Board of Directors
from the current four members to five members. It is
currently contemplated that Shmuel BenTov and Reuven
Battat will resign from TACT's Board of Directors
prior to the consummation of the Share Exchange
Transaction, thereby leaving 2 remaining directors,
i.e., Steven Mukamal and William Miller.
(3) Following the consummation of the Exchange
Transaction, the remaining directors Steven Mukamal
and William Miller will elect Andrew Harry Ball and
William A. Newman to fill the vacancies created by
the resignations of Shmuel BenTov and Reuven Battat.
It is contemplated that a fifth director Joseph
Harris, who will be independent, will also be
elected. It is currently contemplated that five
directors will constitute the Board of Directors.
(4) Following consummation of the Exchange Transaction,
Vanguard's Chief Executive Officer will assume the
role of Chief Executive Officer of TACT.
(5) Shmuel BenTov, TACT's current Chief Executive
Officer, will remain with TACT in a business
development and advisory role and his existing
employment agreement will be amended in a manner
consistent with the foregoing.
(j) CHANGE OF TACT'S NAME FROM "THE A CONSULTING TEAM, INC." TO
"VANGUARD INFO-SOLUTIONS INTERNATIONAL INC.":
(1) On January 20, 2005, TACT's Board of Directors voted
to approve the change of TACT's name from "The A
Consulting Team, Inc." to "Vanguard Info-Solutions
International Inc." (hereinafter the "NAME CHANGE").
(2) The Name Change requires the approval of the holders
of a majority of the TACT Common Shares.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 8
(k) DECLARATION OF CASH DIVIDEND TO SHAREHOLDERS OF ISSUED AND
OUTSTANDING COMMON STOCK AND PREFERRED STOCK OF TACT: On
January 20, 2005, TACT's Board of Directors voted to approve
the declaration of a cash dividend of $0.75 per share on the
shares of issued and outstanding TACT Common Shares and TACT
preferred stock to the holders of record of such TACT Common
Shares and TACT preferred stock as of a date to be determined
subsequently by TACT's Board of Directors (hereinafter the
"Dividend"). The payment of the Dividend will be contingent
upon the consummation of the transactions contemplated by the
Share Exchange Agreement and the Company Stock Purchase
Agreement.
(1) "CHANGE IN BUSINESS": TACT and IOT advise that the
implementation of the Share Exchange Agreement, the Company
Stock Purchase Agreement and the Shareholder Stock Purchase
Agreement would constitute a material change in the nature of
business as conducted by TACT and/or IOT.
(m) ANTICIPATED FAILURE TO COMPLY WITH EBITDA COVENANT SET FORTH
IN SECTION 15.23 OF THE LOAN AGREEMENT: TACT and IOT advise
that they anticipate that they will fail to comply with the
EBITDA Covenant set forth in Section 15.23 of the Loan
Agreement as at the test date of March 31, 2005. TACT and IOT
request a waiver of any such failure to comply with the
aforesaid EBITDA Covenant set forth in Section 15.23 of the
Loan Agreement as at the test date of March 31, 2005.
(n) RELEASE OF SHMUEL BENTOV FROM VALIDITY/SUPPORT OBLIGATIONS:
Pursuant to the terms of a certain instrument of validity and
support dated as of March 23, 2004, and entitled "Validity and
Support Agreement", the Selling Shareholder Shmuel BenTov has
made certain representations and covenants and given certain
warranties relating to TACT, the Loan Agreement and the
Collateral as defined in and given to Keltic thereunder. In
light of his remaining with TACT solely in a business
development and advisory role after the consummation of the
transactions contemplated by the Share Exchange Agreement and
the Company Stock Purchase Agreement, Selling Shareholder
Shmuel BenTov has requested his release from his obligations
under the aforesaid "Validity and Support Agreement".
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 9
(o) Relevant Transaction Documents: All of the foregoing has been
implemented by the following documents:
(1) Share Exchange Agreement, dated as of January 21,
2005, among Vanguard, the Vanguard Stockholders, the
authorized representative named therein and TACT.
(2) Company Stock Purchase Agreement, dated as of January
21, 2005, by and between Oak and TACT.
(3) Shareholder Stock Purchase Agreement, dated as of
January 21, 2005, between Oak and Selling Shareholder
Shmuel BenTov.
(4) Voting Agreement, dated as of January 21, 2005, by
and between Oak and Selling Shareholder Shmuel
BenTov.
(5) Employment Agreement, dated as of January 21, 2005,
between TACT and Richard D. Falcone.
(6) Certificate of Amendment (to Articles of
Incorporation);
TACT and IOT have asked for Keltic's approval of the foregoing.
Keltic's approval is required because each of the above described transactions
would otherwise violate various provisions of the Loan Agreement. This is so for
various reasons, including without limitation each of the following:
Section 14.1 of the Loan Agreement provides as follows:
AFFIRMATIVE COVENANTS. Each Borrower represents and warrants
that, so long as it shall have any Obligations to Lender
hereunder, each such Borrower will:
14.1. BUSINESS AND EXISTENCE. Preserve and maintain each such
Borrower's separate corporate existence and rights, privileges
and franchises in connection herewith.
The execution and implementation of the Share Exchange Agreement, the
Company Stock Purchase Agreement, the Shareholder Stock Purchase Agreement and
the Voting Agreement would
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 10
violate the aforesaid Section 14.1 of the Loan Agreement by materially and
directly changing TACT'S rights, privileges and franchises and by materially and
indirectly changing IOT's rights, privileges and franchises.
Section 14.2 of the Loan Agreement provides as follows:
AFFIRMATIVE COVENANTS. Each Borrower represents and warrants
that, so long as it shall have any Obligations to Lender
hereunder, each such Borrower will:
14.2 TRADE NAMES. Transact business in each such Borrower's
own name and invoice all of each such Borrower's Receivables
in each such Borrower's own name.
TACT'S change of its name from "The A Consulting Team, Inc." to
"Vanguard InfoSolutions International Inc." would violate the aforesaid Section
14.2 of the Loan Agreement.
Section 15.2 of the Loan Agreement provides as follows:
NEGATIVE COVENANTS. So long as either Borrower shall have any
Obligations to Lender hereunder and unless Lender has first
consented thereto in writing, Borrowers shall not:
15.2 MERGERS; CONSOLIDATIONS; ACQUISITIONS. Enter into any
merger, consolidation, reorganization or recapitalization
after the date hereof with any other Person except for such
mergers, consolidations, reorganizations and recapitalizations
that (i) have been disclosed to and consented to by Lender in
writing, such consent not to be unreasonably withheld, and
(ii) do not have a Material Adverse Effect; ... acquire the
stock or assets of any Person, whether by merger,
consolidation, purchase of stock or otherwise except for
mergers, consolidations, purchases of stock or otherwise that
have been disclosed to and consented to by Lender; . . ..
The execution and implementation of the Share Exchange Agreement, the
Company Stock Purchase Agreement, the Shareholder Stock Purchase Agreement and
the Voting Agreement would violate the above excerpted provisions of Section
15.2 of the Loan Agreement. In addition, the
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 11
conversion of TACT Series A Preferred Stock owned by Shmuel BenTov into TACT
Common Shares and the conversion of TACT Series B Preferred Stock owned by Yossi
Vardi into TACT Common Shares would also violate the above excerpted provisions
of Section 15.2 of the Loan Agreement.
Section 15.6 of the Loan Agreement provides as follows:
NEGATIVE COVENANTS. So long as either Borrower shall have any
Obligations to Lender hereunder and unless Lender has first
consented thereto in writing, Borrowers shall not:
15.6. DIVIDENDS AND DISTRIBUTIONS. Pay any cash dividends
(provided, however, that payment of cash dividends on TACT's
Series A and Series B Preferred Stock is permitted so long as
no Event of Default has occurred and is continuing hereunder),
make any capital distribution in cash or other property or
return of capital ... or take any action which would have an
effect equivalent to any of the foregoing ....
TACT's payment of dividends on the TACT Common Shares would violate the
aforesaid Section 15.6 of the Loan Agreement.
Section 15.7 of the Loan Agreement provides as follows:
NEGATIVE COVENANTS. So long as either Borrower shall have any
Obligations to Lender hereunder and unless Lender has first
consented thereto in writing, Borrowers shall not:
15.7. BORROWERS' NAMES AND OFFICES. Transfer either Borrower's
chief executive office or change its company name or office
where it maintains records (including computer printouts and
programs) with respect to Receivables, except upon not less
than thirty (30) days advance written notice to Lender and
after the delivery to Lender of financing statements in form
and content satisfactory to Lender; provided, however, in no
event shall such Transfer be permitted if it shall render
unperfected or otherwise impair Lender's security interest in
the Collateral.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 12
TACT's change of its name from "The A Consulting Team, Inc." to
"Vanguard InfoSolutions International Inc." would violate the aforesaid Section
15.7 of the Loan Agreement.
Section 15.16 of the Loan Agreement provides as follows:
NEGATIVE COVENANTS. So long as either Borrower shall have any
Obligations to Lender hereunder and unless Lender has first
consented thereto in writing, Borrowers shall not:
15.16. MODIFICATION OF GOVERNING DOCUMENTS. Make or permit any
change, alteration or modification of its Certificate of
Incorporation or By-laws which would result in a Material
Adverse Effect, or make any other change, alteration or
modification thereto except upon prompt written notice to
Lender.
The execution and implementation of the Share Exchange Agreement, the
Company Stock Purchase Agreement, the Shareholder Stock Purchase Agreement and
the Voting Agreement and their effect on the management and control of TACT
would result in a Material Adverse Effect, thereby violating the aforesaid
Section 15.16 of the Loan Agreement. In addition, TACT's change of its name from
"The A Consulting Team, Inc." to "Vanguard Info-Solutions International Inc."
would also result in a Material Adverse Effect, thereby violating the aforesaid
Section 15.16 of the Loan Agreement.
Section 15.17 of the Loan Agreement provides as follows:
NEGATIVE COVENANTS. So long as either Borrower shall have any
Obligations to Lender hereunder and unless Lender has first
consented thereto in writing, Borrowers shall not:
15.17. CHANGE OF BUSINESS. Cause or permit a material change
in the nature of its business as conducted on the date of this
Agreement.
The execution and implementation of the Share Exchange Agreement, the
Company Stock Purchase Agreement and the Shareholder Stock Purchase Agreement
would constitute a material change in the nature of the business conducted by
TACT and/or IOT, thereby violating the aforesaid Section 15.17 of the Loan
Agreement.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 13
Section 19.1 (c) of the Loan Agreement provides as follows:
19.1 DEFAULTS. Upon the happening of any of the following
events (collectively, "Events of Default"):
* * *
(c) if either Borrower shall fail to comply with any term,
condition, covenant or warranty of or in this Agreement, any
other Loan Document or any other agreement between Lender and
either Borrower ... and such failure continues for a period in
excess of twenty (20) days after notice thereof is given by
Lender to Borrowers;
The execution and implementation of the Share Exchange Agreement, the
Company Stock Purchase Agreement, the Shareholder Stock Purchase Agreement and
the Voting Agreement and their effect on the management and control of TACT
violates various terms, conditions, covenants and/or warranties of or in the
Loan Agreement, thereby violating the aforesaid Section 19.1 (c) of the Loan
Agreement. In addition, TACT's change of its name from "The A Consulting Team,
Inc." to "Vanguard Info-Solutions International Inc." violates various terms,
conditions, covenants and/or warranties of or in the Loan Agreement, thereby
violating the aforesaid Section 19.1 (c) of the Loan Agreement.
Section 19.1(1) of the Loan Agreement provides as follows:
19.1 DEFAULTS. Upon the happening of any of the following
events (collectively, "Events of Default"):
(1) upon the occurrence and continuance of any Material
Adverse Effect, which in the sole and absolute opinion of
Lender, impairs Lender's security or increases its risks;
The execution and implementation of the Share Exchange Agreement, the
Company Stock Purchase Agreement, the Shareholder Stock Purchase Agreement and
the Voting Agreement and their effect on the management and control of TACT
violates various terms, conditions, covenants and/or warranties of or in the
Loan Agreement, thereby violating the aforesaid Section 19.1(1) of the Loan
Agreement. In addition, TACT's change of its name from "The A Consulting Team,
Inc." to "Vanguard Info-Solutions International Inc." violates various terms,
conditions, covenants and/or warranties of or in the Loan Agreement, thereby
violating the aforesaid Section 19.1(1) of the Loan Agreement.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 14
Section 19.1 (m) of the Loan Agreement provides as follows:
19.1 DEFAULTS. Upon the happening of any of the following
events (collectively, "EVENTS OF DEFAULT"):
(m) if Shmuel BenTov ceases to own at least ten percent (10%)
of the shares of voting stock of or other ownership interests
in Borrower TACT;
The execution and implementation of the Share Exchange Agreement, the
Company Stock Purchase Agreement, the Shareholder Stock Purchase Agreement and
the Voting Agreement and their effect on the management and control of TACT
directly violates the aforesaid Section 19.1 (m) of the Loan Agreement.
In recognition of the foregoing and as set forth above, TACT and IOT
have requested that Keltic permit TACT to execute and implement the Share
Exchange Agreement, the Company Stock Purchase Agreement, the Shareholder Stock
Purchase Agreement and the Voting Agreement and their effect on the management
and control of TACT.
In this regard, please be advised that Keltic will honor the request of
TACT and IOT and does hereby do each of the following:
(1) KELTIC'S CONSENT TO SHARE EXCHANGE AGREEMENT AND TRANSACTIONS
CONTEMPLATED THEREBY: Keltic consents to TACT's entry into the Share Exchange
Agreement with Vanguard, the Vanguard Stockholders and the authorized
representative named therein pursuant to which TACT will acquire all of the
issued and outstanding shares of capital sock of Vanguard in exchange for an
aggregate of 7,312,796 shares of TACT Common Shares. Keltic further consents to
6,312,796 of such 7,312,796 TACT Common Shares being issued to the Vanguard
Stockholders upon consummation of the transactions contemplated by the Share
Exchange Agreement. Keltic further consents to 1,000,000 of such 7,312,796 TACT
Common Shares being delivered by TACT into escrow for a period of one year to
secure indemnification obligations of certain of the Vanguard Stockholders.
(2) KELTIC'S CONSENT TO COMPANY STOCK PURCHASE AGREEMENT AND
TRANSACTIONS CONTEMPLATED THEREBY: Keltic consents to TACT's entry into the
Company Stock Purchase Agreement with Oak pursuant to which TACT will sell, and
Oak will purchase, 625,000 TACT Common Shares at a purchase price of $8.00 per
TACT Common Share. Keltic also consents to TACT's granting to Oak, or an
assignee of Oak, an option to purchase an additional 625,000 TACT Common Shares
at a purchase price of $8.00 per TACT Common Share within 120 days of the
consummation of the transactions contemplated by the Company Stock Purchase
Agreement.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 15
(3) KELTIC'S CONSENT TO SHAREHOLDER STOCK PURCHASE AGREEMENT AND
TRANSACTIONS CONTEMPLATED THEREBY: Keltic consents to the Selling Shareholder
Shmuel BenTov's entry into the Shareholder Stock Purchase Agreement with Oak
pursuant to which the Selling Shareholder will sell, and Oak will purchase,
1,024,697 TACT Common Shares beneficially owned by the Selling Shareholder at a
purchase price of $10.25 per TACT Common Share. In the event that TACT does not
pay a dividend on the TACT Common Shares of $0.75 per TACT Common Share on or
prior to the date that the transactions contemplated by the Shareholder Stock
Purchase Agreement are consummated, then Keltic consents to the price per TACT
Common Share payable to the Selling Shareholder being increased by the amount of
the difference between $0.75 and the amount of any dividend actually paid.
(4) KELTIC'S CONSENT TO CONVERSION OF TACT SERIES A PREFERRED STOCK
OWNED BY SHMUEL BENTOV INTO TACT COMMON SHARES: Keltic consents to the Selling
Shareholder converting all shares of TACT Series A Preferred Stock owned by him
into TACT Common Shares prior to the consummation of the Selling Shareholder
Stock Purchase Transaction.
(5) KELTIC'S CONSENT TO CONVERSION OF TACT SERIES B PREFERRED STOCK
OWNED BY YOSSI VARDI INTO TACT COMMON SHARES: Keltic consents to Yossi Vardi
converting all shares of TACT Series B Preferred Stock owned by him into TACT
Common Shares prior to the consummation of the Stock Exchange Agreement.
(6) KELTIC'S CONSENT TO VOTING AGREEMENT AND ACTIONS CONTEMPLATED
THEREBY: Keltic consents to the Selling Shareholder and Oak entry into the
Voting Agreement in connection with their execution and delivery of the
Shareholder Stock Purchase Agreement. Keltic also consents to the Selling
Shareholder's agreement set forth in the Voting Agreement to, among other
things, vote all TACT Common Shares beneficially owned by him (excluding 3,750
TACT Common Shares beneficially owned by the Selling Stockholder but held of
record by Ronit BenTov, the spouse of the Selling Stockholder) in favor of the
Exchange Transaction and the Company Stock Purchase Transaction at any meeting
of the holders of any class or classes of capital stock of TACT called to
approve such transactions (or any written consents distributed in lieu of a
meeting). Keltic also consents to the Selling Shareholder's grant to Oak of an
irrevocable proxy to, among other things, vote all TACT Common Shares
beneficially owned by him (excluding 3,750 TACT Common Shares beneficially owned
by the Selling Stockholder but held of record by Ronit BenTov, the spouse of the
Selling Stockholder) in favor of the Exchange Transaction and the Company Stock
Purchase Transaction at any meeting of the holders of any class or classes of
capital stock of TACT called to approve such transactions (or any written
consents distributed in lieu of a meeting).
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 16
(7) KELTIC'S CONSENT TO EMPLOYMENT AGREEMENT AND ACTIONS CONTEMPLATED
THEREBY: Keltic consents to TACT's entry into the Employment Agreement with its
chief financial officer Richard D. Falcone and to its becoming effective upon
the consummation of the Exchange Transaction and its term of three years.
(8) KELTIC'S CONSENT TO CHANGE OF OWNERSHIP CONTROL OF TACT: If the
transactions contemplated by the Share Exchange Agreement, the Company Stock
Purchase Agreement and the Shareholder Stock Purchase Agreement are ultimately
consummated, Keltic consents to the resulting a change in control of TACT.
(9) KELTIC'S CONSENT TO CHANGE OF MANAGEMENT CONTROL OF TACT: Keltic
consents to the actions taken by TACT's Board of Directors to expand the size of
the Board of Directors from the current four members to five members, it being
understood that (a) Shmuel BenTov and Reuven Battat will resign from TACT's
Board of Directors prior to the consummation of the Share Exchange Transaction,
thereby leaving 2 remaining directors, i.e., Steven Mukamal and William Miller
and (b) following the consummation of the Exchange Transaction, the remaining
directors Steven Mukamal and William Miller will elect Andrew Harry Ball and
William A. Newman to fill the vacancies created by the resignations of Shmuel
BenTov and Reuven Battat and (c) it is contemplated that a fifth director Joseph
Harris, who will be independent, will also be elected and (d) it is currently
contemplated that five directors will constitute the Board of Directors and (e)
following consummation of the Exchange Transaction, Vanguard's Chief Executive
Officer will assume the role of Chief Executive Officer of TACT and (f) Shmuel
BenTov, TACT's current Chief Executive Officer, will remain with TACT solely in
a business development and advisory role and his existing employment agreement
will be amended in a manner consistent with the foregoing.
(10) KELTIC'S CONSENT TO TACT'S NAME CHANGE: Keltic consents to the
change of TACT's name from "The A Consulting Team, Inc." to "Vanguard
Info-Solutions International Inc." subject to the approval of the holders of a
majority of TACT's outstanding voting capital stock.
(11) KELTIC'S CONSENT TO PAYMENT OF DIVIDENDS: Keltic consents to
TACT's declaration and payment of a cash dividend of $0.75 per share on the
shares of issued and outstanding common stock and preferred stock of TACT to the
holders of record of such shares of common stock and preferred stock of TACT as
of a date to be determined subsequently by TACT's Board of Directors, such
payment to be contingent upon the consummation of the transactions contemplated
by the Share Exchange Agreement and the Company Stock Purchase Agreement.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 17
(12) KELTIC'S CONSENT TO TACT'S AND/OR IOT'S CHANGE OF BUSINESS: Keltic
consents to TACT's and IOT's material change in business.
(13) KELTIC'S CONSENT TO ANTICIPATED FAILURE TO COMPLY WITH EBITDA
COVENANT SET FORTH IN SECTION 15.23 OF THE LOAN AGREEMENT: Keltic consents to
TACT's and IOT's failure to comply with the EBITDA Covenant set forth in Section
15.23 of the Loan Agreement as at the test date of March 31, 2005, and only as
at such test date.
(14) KELTIC'S RELEASE OF SHMUEL BENTOV FROM HIS VALIDITY/SUPPORT
OBLIGATIONS: Keltic agrees to release Shmuel BenTov from his obligations as set
forth in his certain instrument of validity and support dated as of March 23,
2004, and entitled "Validity and Support Agreement", effective upon the
consummation of the transactions contemplated by the Share Exchange Agreement,
the Company Stock Purchase Agreement and the Shareholder Stock Purchase
Agreement and the resulting changes in TACT's ownership control and management
control.
Keltic's aforesaid consents and/or waivers of any defaults that would
otherwise occur under the Loan Agreement (x) arising out of the consummation of
the transactions contemplated by the Share Exchange Agreement, the Company Stock
Purchase Agreement, the Shareholder Stock Purchase Agreement, the Voting
Agreement and the Employment Agreement and the resulting changes in TACT's
business, ownership control and management control and (y) arising out of TACT's
and IOT's failure to comply as at March 31, 2005, with the EBITDA covenant set
forth in section 15.23 of the Loan Agreement (all of such consents and/or
waivers collectively, "Keltic's Consents and Waivers") are subject to
confirmation and acceptance by TACT and IOT of the terms and conditions set
forth below.
Such confirmation and acceptance must be given by the existing Board of
TACT and IOT prior to the consummation of the transactions contemplated by the
Share Exchange Agreement, the Company Stock Purchase Agreement, the Shareholder
Stock Purchase Agreement, the Voting Agreement and the Employment Agreement and
the resulting changes in TACT's ownership control and management control (and
acceptance by TACT and IOT of this letter by their execution of a copy hereof
PRIOR TO the date of the consummation of such transactions will be deemed such
confirmation and acceptance).
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 18
The terms and conditions upon which Keltic's Consents and Waivers have
been given are set forth as follows:
(1) All of the factual statements set forth in this letter relating to
the transactions contemplated by the Share Exchange Agreement, the Company Stock
Purchase Agreement, the Shareholder Stock Purchase Agreement, the Voting
Agreement and the Employment Agreement and the resulting changes in TACT's
ownership control and management control have been based on materials supplied
to Keltic by TACT and IOT. All of such factual statements are true and accurate
on the date hereof.
(2) Keltic's Consents and Waivers relate only to the specific stock
recapitalization effected by the Share Exchange Agreement, the Company Stock
Purchase Agreement, the Shareholder Stock Purchase Agreement and the Voting
Agreement. No other amendments, recapitalizations or transfers are permitted.
(3) Keltic's Consents and Waivers relate only to the specific change in
ownership control and management control effected by the Share Exchange
Agreement, the Company Stock Purchase Agreement, the Shareholder Stock Purchase
Agreement and the Voting Agreement. No other change in ownership control and
management control are permitted, it being intended that ownership control and
management control shall now and hereafter be held by the Vanguard Stockholders.
The foregoing will be deemed a modification of the Loan Agreement and will be
considered a continuing covenant of the Loan Agreement.
(4) Keltic's Consents and Waivers relate only to TACT's and IOT's
failure to comply with the "Change in Business" Covenant set forth in Section
15.17 of the Loan Agreement arising out of the implementation of the Share
Exchange Agreement, the Company Stock Purchase Agreement and the Shareholder
Stock Purchase Agreement. No other changes in business are allowed under the
Loan Agreement.
(5) Keltic's Consents and Waivers relate only to TACT's and IOT's
failure to comply with the EBITDA Covenant set forth in Section 15.23 of the
Loan Agreement as at the test date of March 31, 2005, and only as at such test
date. The foregoing will be deemed a modification of the Loan Agreement and will
be considered a continuing covenant of the Loan Agreement. TACT and IOT must
comply with the EBITDA Covenant set forth in Section 15.23 of the Loan Agreement
as at each and every test date occurring after March 31, 2005.
THE A CONSULTING TEAM, INC.
Attn: Shmuel BenTov
INTERNATIONAL OBJECT TECHNOLOGY, INC.
Attn: Shmuel BenTov
March 23, 2005
Page 19
(6) As of the opening of business on March 9, 2005, no principal sum
was due and owing on the Revolving Loan (and interest on the Revolving Loan was
current).
(7) All amounts due and owing under the Loan Agreement and the Loan
Documents described therein (including the amounts set forth above) are owed to
Keltic without offset, defenses, set-off, deduction, recoupment or counterclaim.
(8) This letter will be deemed a modification of the Loan Agreement and
the obligations of TACT and IOT hereunder will be considered a covenant of the
Loan Agreement.
(9) All of the Loan Documents described and defined in the Loan
Agreement shall be deemed to be amended in manner consistent hereto and
conforming herewith.
If TACT and IOT are in agreement with the terms and conditions of this
letter, please have existing management execute a copy of this letter and return
it to me prior to the consummation of the transactions contemplated by the Share
Exchange Agreement, the Company Stock Purchase Agreement, the Shareholder Stock
Purchase Agreement, the Voting Agreement and the Employment Agreement and the
resulting changes in TACT's ownership control and management control.
Very truly yours,
KELTIC FINANCIAL PARTNERS, LP
BY: KELTIC FINANCIAL SERVICES LLC
its general partner
By: /s/ Robert N. Laughlin
Robert N. Laughlin, Managing Member
CONSENT OF THE A CONSULTING TEAM, INC.,
AND INTERNATIONAL OBJECT TECHNOLOGY, INC.
Each of THE A CONSULTING TEAM, INC., and INTERNATIONAL OBJECT
TECHNOLOGY, INC., hereby agrees to the terms and conditions of the above letter
as of March 4, 2005, such date being prior to the consummation of the
transactions contemplated by the Share Exchange Agreement, the Company Stock
Purchase Agreement, the Shareholder Stock Purchase Agreement, the Voting
Agreement and the Employment Agreement and the resulting changes in TACT'S
ownership control and management control (all as referenced and described in the
foregoing letter).
ATTEST: THE A CONSULTING TEAM, INC.
/s/ Richard Falcone /s/ Shmuel BenTov
- ------------------- -----------------
Richard Falcone, Secretary Shmuel BenTov, Chief Executive Officer
ATTEST: INTERNATIONAL OBJECT TECHNOLOGY, INC.
/s/ Richard Falcone /s/ Shmuel BenTov
- ------------------- -----------------
Richard Falcone, Secretary Shmuel BenTov, Chief Executive Officer
CERTIFICATION REGARDING DIRECTORS'
RESOLUTIONS OF THE A CONSULTING TEAM, INC.
The undersigned Richard Falcone, being Secretary of THE A CONSULTING
TEAM, INC., a New York corporation, does hereby certify that the following is a
true copy of resolutions duly and unanimously adopted by the Board of Directors
of THE A CONSULTING TEAM, INC., at a meeting of said directors held on March ,
2005 (such date occurring BEFORE the consummation of the transactions
contemplated by the Share Exchange Agreement, the Company Stock Purchase
Agreement, the Shareholder Stock Purchase Agreement, the Voting Agreement and
the Employment Agreement and the resulting changes in TACT's ownership control
and management control, all as referenced and described in a certain March ,
2005 letter of KELTIC FINANCIAL PARTNERS, LP), and that the same are in full
force and effect:
"RESOLVED, that THE A CONSULTING TEAM, INC., be and hereby is
authorized to execute that certain Consent attached to a certain March
, 2005 letter from KELTIC FINANCIAL PARTNERS, LP (hereinafter called
the "MARCH 2005 LETTER MODIFICATION") which March 2005 Letter
Modification amends that certain Restated and Amended Loan and Security
Agreement dated as of March 23, 2004 among THE A CONSULTING TEAM, INC.,
INTERNATIONAL OBJECT TECHNOLOGY, INC., and KELTIC FINANCIAL PARTNERS,
LP; and be it
"FURTHER RESOLVED, that Shmuel BenTov, as president of THE A CONSULTING
TEAM, INC., and acting alone and without the need for co-execution by
any other officer of THE A CONSULTING TEAM, INC., whether attesting
otherwise, be and he hereby is authorized to execute and deliver the
aforesaid Consent attached to the March 2005 Letter Modification and
any and all other documents and to perform all other actions for and on
behalf of THE A CONSULTING TEAM, INC., which may be necessary to
effectuate the intent of the foregoing resolution."
IN WITNESS WHEREOF, I have hereunto set my hand as of March 23, 2005.
/s/ Richard Falcone
-------------------
Richard Falcone, Secretary
CERTIFICATION REGARDING DIRECTORS
RESOLUTIONS OF INTERNATIONAL OBJECT TECHNOLOGY, INC.
The undersigned Richard Falcone, being Secretary of INTERNATIONAL
OBJECT TECHNOLOGY, INC., a New Jersey corporation, does hereby certify that the
following is a true copy of resolutions duly and unanimously adopted by the
Board of Directors of INTERNATIONAL OBJECT TECHNOLOGY, INC., at a meeting of
said directors held on March , 2005 (such date occurring before the consummation
of the transactions contemplated by the Share Exchange Agreement, the Company
Stock Purchase Agreement, the Shareholder Stock Purchase Agreement, the Voting
Agreement and the Employment Agreement and the resulting changes in TACT's
ownership control and management control, all as referenced and described in a
certain March , 2005 letter of KELTIC FINANCIAL PARTNERS, LP), and that the same
are in full force and effect:
"RESOLVED, that INTERNATIONAL OBJECT TECHNOLOGY, INC., be and hereby is
authorized to execute that certain Consent attached to a certain March
_, 2005 letter from KELTIC FINANCIAL PARTNERS, LP (hereinafter called
the "MARCH 2005 LETTER MODIFICATION") which March 2005 Letter
Modification amends that certain Restated and Amended Loan and Security
Agreement dated as of March 23, 2004 among THE A CONSULTING TEAM, INC.,
INTERNATIONAL OBJECT TECHNOLOGY, INC., and KELTIC FINANCIAL PARTNERS,
LP; and be it
"FURTHER RESOLVED, that Shmuel BenTov, as president of INTERNATIONAL
OBJECT TECHNOLOGY, INC., and acting alone and without the need for
co-execution by any other officer of INTERNATIONAL OBJECT TECHNOLOGY,
INC., whether attesting otherwise, be and he hereby is authorized to
execute and deliver the aforesaid Consent attached to the March 2005
Letter Modification and any and all other documents and to perform all
other actions for and on behalf of INTERNATIONAL OBJECT TECHNOLOGY,
INC., which may be necessary to effectuate the intent of the foregoing
resolution."
IN WITNESS WHEREOF, I have hereunto set my hand as of March 23, 2005.
/s/ Richard Falcone
-------------------
Richard Falcone, Secretary