Exhibit 10.1
Third Amendment to
Revolving Loan Agreement
Between
MMAC Communications Corp. and Keltic Financial Partners, LP
Dated as of October 11, 2002
This is a Third Amendment to the
Revolving Loan Agreement, dated as of October 11, 2002, which
is made as of the 10th day of December, 2004, (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 January 10,
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 January 10, 2005 or (b) three percent (3.00%) of
the amount of any partial prepayment made prior to January 10,
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.
