EXHIBIT 10R
THIRD AMENDMENT TO
REVOLVING CREDIT AND
SECURITY AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
"Third Amendment) executed and delivered as of September 23, 2006, by and
between WACHOVIA BANK, NATIONAL ASSOCIATION ("Bank"), and among AUTOINFO, INC.,
a Delaware corporation, SUNTECK TRANSPORT CO., INC., a Florida corporation and
SUNTECK TRANSPORT & LOGISTICS, INC., a Florida corporation (collectively, the
"Borrower").
RECITALS:
A. On May 23, 2003, Borrower and Bank, executed and delivered that certain
Revolving Credit and Security Agreement (the "Original Credit Agreement") under
the terms of which Bank provided a line of credit to Borrower in the amount of
$1,500,000.
B. On June 29, 2004, Borrower and Bank, executed and delivered that
certain First Amendment to Revolving Credit and Security Agreement (the "First
Amendment") which increased the Maximum Loan Amount to $2,500,000, extended the
facility and amended certain other terms of the Credit Agreement.
C. On July 3, 2005, Borrower and Bank, executed and delivered that certain
Second Amendment to Revolving Credit and Security Agreement (the "First
Amendment") which modified the reporting requirements and amended certain other
terms of the Credit Agreement.
D. The parties desire to make certain changes to the terms of the Credit
Agreement, as amended by the First Amendment and the Second amendment, as
described herein.
NOW, THEREFORE, in consideration of the agreements set forth herein and
other good and valuable consideration, the Bank and the Borrower hereby agree as
follows:
1. Definitions. All capitalized terms used herein shall have the same meanings
as used in the Credit Agreement, unless otherwise defined in this Third
Amendment and the rules of construction set forth in the Credit Agreement shall
apply to this Third Amendment. Any reference herein to the Credit Agreement
shall mean the Credit Agreement as amended by the First Amendment, the Second
Amendment and this Third Amendment.
2. Amendments.
(A) Maximum Loan Amount. The definition of Maximum Loan Amount in
Exhibit Ito the Credit Agreement is hereby amended and restated to
read as follows:
"Maximum Loan Amount means Four Million Dollars ($4,000.000)."
(B) Termination Date. The definition of Termination Date in Exhibit Ito
the Credit Agreement is hereby amended and restated to read as
follows:
"Termination Date" means June 30, 2008 (unless extended in writing
by Bank)
3. Effectiveness. The effectiveness of this Third Amendment shall be subject to
the prior or concurrent satisfaction of each of the conditions precedent set
forth in this Section 3:
a. Delivery of Documents. The Bank shall have received counterparts of
the following documents executed by the Borrower and dated as of the
date hereof:
(i) this Third Amendment;
(ii) that certain Third Renewal Revolving Promissory Note dated of
even date herewith; and
(iii) such documents, certificates, affidavits and acknowledgments
as may be reasonably required by the Bank to consummate the
transaction contemplated by this Third Amendment.
b. Other Conditions Precedent. Borrower shall pay all of Banks
reasonable attorney's fees and costs incurred in connection with the
transaction contemplated by this Third Amendment.
4. No Event of Default/Representations and Warranties. The Borrower certifies to
the Bank that Borrower has kept, observed, performed and fulfilled each and
every covenant, provision and condition of the Credit Agreement and each other
Loan Document to which Borrower is a party on its part to be performed and that
no Event of Default has occurred with respect to Borrower under the Credit
Agreement or any other Loan Document to which Borrower is a party. The Borrower
further certifies to Bank that, both immediately before and after giving effect
to this Third Amendment, the representations and warranties set forth in Article
4 of the Credit Agreement with respect to the Borrower, are true and correct in
all material respects on and as of the date of this Third Amendment.
S. Credit Agreement Confirmed. This Third Amendment shall be deemed to be an
amendment to the Credit Agreement, and the Credit Agreement, as amended hereby,
is hereby ratified, approved and confirmed in each and every respect.
6. Miscellaneous.
a. Invalidity. In the event that any one or more of the provisions
contained in this Third Amendment shall, for any reason, be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Third Amendment.
b. Counterparts. This Third Amendment may be executed in several
counterparts, and it shall not be necessary that the signatures of all parties
hereto be contained on any one counterpart hereof~ each counterpart shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
c. Reference. From and after the effective date hereof, all references to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
amended by this Third Amendment.
d. Governing Law. This Third Amendment shall be governed by and
interpreted and enforced in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
duly executed and delivered as of the date first above written.
"BANK'
WACHOVIA BANK, NATIONAL
ASSOCIATION
By:/s/ David C. Jackson
-----------------------
Name: David C. Jackson
Title: Vice President
"BORROWER'
Autoinfo, Inc.
By: /s/ Harry M. Wachtel
------------------------
Name: Harry M. Wachtel
Its: President
Sunteck Transport Co., Inc.
By: /s/ Harry M. Wachtel
------------------------
Name: Harry M. Wachtel Its: President
Sunteck Transport & Logistics, Inc.
By: /s/ Harry M. Wachtel
------------------------
Name: Harry M. Wachtel
Its: President