Exhibit 10.1
Sixth Amendment to
Revolving Loan Agreement
Between
MMAC Communications Corp. and Keltic Financial Partners, LP
Dated as of October 11, 2002
This is a Sixth Amendment to
the Revolving Loan Agreement, dated as of October 11, 2002,
which is made as of the 15th day of April, 2005, (this
“Amendment”), between DELTA COMPUTEC INC.
(formerly known as MMAC Communications Corp.)
(“Borrower”), a Delaware corporation, having an address
at 900 Huyler Street, Teterboro, New Jersey 07608, and KELTIC
FINANCIAL PARTNERS, LP (“Lender”), a Delaware
limited partnership, with a place of business at 555 Theodore Fremd
Avenue, Suite C-207, Rye, New York 10580.
WITNESSETH
WHEREAS, Borrower and
Lender are engaged in a continuing commercial lending relationship
pursuant to that certain Revolving Loan Agreement, dated as of
October 11, 2002 (as previously amended, modified or otherwise
supplemented, the “Loan Agreement”), and other related
documents, whereby Lender agreed to advance certain sums to
Borrower and Borrower agreed to repay same under the terms and
conditions therein set forth; and
WHEREAS, MMAC
Communications Corp. changed its name from MMAC Communications
Corp. to Delta Computec Inc., as evidenced by that certain
Certificate of Amendment to Certificate of Incorporation of MMAC
Communications Corp. with the Secretary of State of the State of
Delaware on October 15, 2002; and
WHEREAS, the Borrower
has requested that the Lender extend the Termination Date and waive
certain provisions in the Loan Agreement; and
WHEREAS, the Lender is
willing to effect such requests, upon the condition that the Loan
Agreement shall be otherwise amended as provided herein and subject
to certain other terms and conditions herein contained; and
WHEREAS, the parties
wish to memorialize the terms of their agreements by this
writing.
NOW, THEREFORE, for and
in consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, it is
agreed as follows:
1. AMENDMENTS TO ARTICLE
1, DEFINITIONS.
(a) Section 1 of the
Loan Agreement, entitled “Definitions” is hereby
amended by deleting Section 1.51 (“Termination
Date”) and replacing same with the following:
“ Termination
Date ” shall mean the earlier of July 15, 2005,
or the date on which the Lender terminates this Agreement pursuant
to Section 12 hereof.
2. AMENDMENTS TO ARTICLE
3, LENDER’S COMPENSATION.
(a) Section 3.6
(“Liquidated Damages”) is hereby deleted in its
entirety and replaced with the following:
3.6
Liquidated Damages . If Borrower prepays all
or any portion of the principal of the Revolving Loan (other than
from time to time for working capital or other payments required
hereunder), Borrower shall pay to Lender at the time of such
prepayment, liquidated damages in an amount equal to (a) three
percent (3.00%) of the Maximum Facility if the Borrower elects to
terminate the availability of Revolving Loans as hereinafter
provided and the prepayment is made prior to July 15, 2005 or
(b) three percent (3.00%) of the amount of any partial
prepayment made prior to July 15, 2005, provided ,
however , the requirements of Section 3.6(a) shall be
waived if (i) the termination of the availability of the
Revolving Loans results from a sale of substantially all of the
assets of Borrower and (ii) Lender, pursuant to a new
financing arrangement, provides financing to the entity that
acquires substantially all of the assets of Borrower. Borrower
shall give Lender as much advance written notice (the
“Termination Notice”) of Borrower’s election to
terminate the availability of Revolving Loans hereunder prior to
the Termination Date as is practicable. The Termination Notice
shall be irrevocable and shall specify the effective date of such
termination, but shall be in no event later than the Termination
Date.
3.
MISCELLANEOUS.
(a) The amendments to the
Loan Agreement provided for in Sections 1 and 2 of this
Amendment shall become effective on the date of this Amendment.
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