|
EXHIBIT
10.5
AMENDMENT TO FACTORING
AND SECURITY AGREEMENT
This Amendment to Factoring
and Security Agreement dated May 18, 2007, is made by and
between THERMO CREDIT LLC (hereinafter referred to as the
“Purchaser”) and Progressive Concepts, Inc.
(“Seller”), who hereby agree as follows:
WHEREAS, Purchaser and
Seller entered into a Factoring and Security Agreement (hereinafter
the “Agreement”) dated as of August 11, 2006 (all
capitalized terms not otherwise defined herein shall have the
meaning set forth in the Agreement);
WHEREAS, the Purchaser
and Seller desire to amend the Agreement to increase the amount of
the Purchase Commitment contained in the Term Sheet and to make
other modifications as reflected below;
NOW, THEREFORE, for
and in consideration of the foregoing, the mutual covenants and
agreements herein contained and other good and valuable
consideration, Seller and Purchaser hereby mutually enter into this
Amendment to the Agreement as follows:
| |
1. |
The Purchase Commitment reflected on Schedule 1 is
hereby amended to be: “Thirteen Million Dollars
($13,000,000.00).” Provided, however, that in no event shall
the aggregate outstanding Advance Amount at any one time exceed Ten
Million Dollars ($10 million). Should the aggregate outstanding
Advance Amount exceed Ten Million Dollars ($10 million) for any
reason whatsoever, Purchaser agrees to immediately take corrective
action to reduce the aggregate outstanding Advance Amount to an
amount at or below $10 million. |
| |
2. |
Discount Fees as reflected in Schedule 1 are modified as
follows (such change was effective March 12, 2007, except as
otherwise noted): |
| |
a. |
Initial Fee : 1.45% of the Purchased Receivables; |
| |
b. |
For the “Pre-billed Receivables”, the Discount
Fees |
|
