EXHIBIT 10Q
SECOND AMENDMENT TO
REVOLVING CREDIT AND
SECURITY AGREEMENT
THIS
SECOND AMENDMENT TO
REVOLVING CREDIT AND
SECURITY AGREEMENT
(this
"Second Amendment")
executed and
delivered as of July
3, 2005, 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 "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. The
parties desire to make
certain changes to the
terms of the Credit
Agreement, as amended by the First 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 Second
Amendment and the rules of construction set forth in the Credit Agreement
shall
apply to this Second
Amendment. Any
reference herein to
the Credit
Agreement
shall mean the Credit
Agreement as
amended by the First Amendment and this
Second Amendment.
2. Amendments.
A.
Borrowing
Base Certificate.
Section 5.6(a) of the
Credit agreement
is hereby amended and restated to read as follows:
"(a) Periodic
Borrowing Base
Information. Within
twenty (20) days
of the end of each month (or more frequently if required by
Bank), a completed
Borrowing Base Certificate in such form as
Bank shall require (a
"Borrowing
Base Certificate"). Each
Borrowing Base
Certificate
shall be certified by the chief
financial officer or
president of Borrower to be accurate and
complete and
in compliance with the terms of the Loan
Documents. Bank shall
accept the following
form of Borrowing
Base Certificate until it notifies Borrower otherwise: (a) for
months which do not end on a calendar quarter end, Borrower
shall deliver to Bank a Borrowing Base
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Certificate in the
form of the attached
Exhibit "A",
which
includes an accounts receivable aging and inventory report and
complete the Borrowing
Base Certificate
using the
following
calculation:
total accounts
receivable
less
accounts
receivable over 60 days from invoice date, multiplied by 75%,
and (b) for months ending on calendar quarter ends, Borrower
shall deliver to Bank a Borrowing Base Certificate in the form
of the attached
Exhibit "B", which
includes (i) an
accounts
receivable report in a form approved by the Bank (an "Accounts
Receivable Report")
which shall include the amount and age of
each Account,
the name and mailing
address of each
Account
Debtor, a detailing of
all credits due such Account Debtor by
Borrower stated in the number of days which have elapsed since
the date each such
credit was issued by
Borrower, and such
other information
as Bank may require in
order to verify the
Eligible Accounts,
all in reasonable detail and in form
acceptable to Bank, (ii) a report reconciling (x) the Accounts
of Borrower as set
forth on the Accounts
Receivable
Report
attached to
the Borrowing Base Certificate to (y) the
aggregate Accounts
set f
