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EXHIBIT 10.20
FIFTEENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT AND WAIVER
This
Fifteenth Amendment to Amended and Restated Loan Agreement and
Waiver
(this "Amendment") is dated as of December 28, 2005, by and between
SAI
HOLDINGS, INC., formerly known as SERVICE ASSET INVESTMENTS, INC.,
a Texas
corporation ("Borrower"), and GUARANTY BANK, a federal savings bank
("Bank").
RECITALS:
A.
Borrower and Bank have entered into that certain Amended and
Restated
Loan Agreement dated as of April 30, 2001 (as the same has been or
may be
amended, restated, modified or supplemented, the "Agreement"),
pursuant to which
Bank agreed to extend credit to Borrower in the form of a term loan
under the
terms and provisions stated therein.
B.
Borrower has requested Bank to amend certain provisions of the
Agreement, to consent to advance an additional $3,000,000 under the
Term Loan
and make additional changes, which Bank is willing to do pursuant
to the terms
and conditions hereinafter provided.
C.
Borrower and Bank now desire to amend the Agreement as herein
set
forth.
NOW,
THEREFORE, in consideration of the premises herein contained
and
other good and valuable consideration, the receipt and sufficiency
of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section
1.1 Definitions. Capitalized terms used in this Amendment, to
the
extent not otherwise defined herein, shall have the same meaning as
in the
Agreement, as amended hereby.
ARTICLE II
AMENDMENTS TO AGREEMENT
Section
2.1 Amendment to Recitals. The reference to the amount
"$32,019,608.45" in the second paragraph in the Recitals section of
the
Agreement is hereby modified to the amount "$33,407,408.00".
Section
2.2 Modification of Definitions. Effective as of the date
hereof,
the definitions of the following defined terms are hereby amended
and restated
to read as follows:
"CCS Acquisition" means the acquisition of CCS and/or
substantially
all of its
customers and customer assets by Borrower on terms and
conditions
substantially the same as those contained in the (a) Stock
Purchase
Agreement
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attached
hereto as Exhibit D and/or (b) Asset Purchase Agreement
attached
hereto as
Exhibit E; nothing contained herein shall require Borrower to
execute
either document described in clauses (a) or (b) contained
herein.
"Term Loan Commitment" means the obligation of Bank to make the
Term
Loan
pursuant to Section 2.1 in an aggregate principal amount up to
but
not
exceeding $33,407,408.00.
Section
2.3 Amendment to Section 2.3. The reference to "April 1, 2005"
in
Section 2.3 of the Agreement is hereby modified to "April 1,
2006".
Section
2.4 Addition of Section 2.10. Effective as of the date hereof,
Section 2.10 is hereby added to the Agreement and shall read as
follows:
Section 2.10 Commitment Fee. A Commitment Fee in the amount of
$30,000.00
shall be due and payable on December 28, 2005.
Section
2.5 Amendment to Section 9.11. Section 9.11 of the Agreement is
amended and restated in its entirety to read as follows:
Section 9.11 Dissolution of CCS. Borrower shall (a) no later
than
October
16, 2005, transition substantially all of CCS's customer
related
assets and
customers to Borrower and/or its Subsidiaries and (b) within
ten days
of closing a Stock Purchase Agreement in substantially the form
of Exhibit
D, pledge the stock of CCS to Bank, all of which contained in
clauses
(a) and (b) shall be on terms and conditions satisfactory to
Bank.
Section
2.6 Amendment to Section 10.18. Section 10.18 of the Agreement
is
amended and restated in its entirety to read as follows:
Section 10.18 Penson Worldwide Debt. Borrower shall not permit
Penson
Worldwide to incur any Debt other than the Short Term Debt, the
SunGard
Debt, and the Service Lloyd's Debt plus $15,000,000 in other
Debt
(which
shall be incurred on or by December 31, 2006 but not
thereafter).
Furthermore, Borrower shall not permit Penson Worldwide to make
any
prepayments under the SunGard Debt at any time before this
Agreement is
terminated. In addition, Borrower shall not permit Penson Worldwide
to
make any
payments under the Service Lloyd's Debt, the Short Term Debt,
or
the
SunGard Debt upon the occurrence of a Default or Event of
Default
under this
Agreement, or a "default" (as such term is defined therein)
under the
Service Lloyd's Debt, the Short Term Debt, or the SunGard Debt.
Section
2.7 Amendment to Section 11.4. The reference to "December 30,
2005" in Section 11.4 of the Agreement is hereby modified to "June
30, 2006".
Section
2.8 Addition of Exhibit E. "Exhibit E" is added to the
Agreement
and all references to "Exhibit E" in the Agreement shall mean the
"Exhibit E"
attached hereto.
2
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ARTICLE III
ADDITIONAL ADVANCE UNDER TERM LOAN
Section
3.1 Additional Advance. Upon the effectiveness of this
Agreement,
the amount of $3,000,000 shall be advanced to Borrower under the
Term Loan
pursuant to the modification to the Term Loan Commitment set forth
in this
Amendment.
ARTICLE IV
WAIVER
Section
4.1 Waiver. Subject to the satisfaction of the conditions of
effectiveness set forth in Section 5.1 of this Amendment and the
other
conditions contained herein, Bank hereby waives compliance by
Borrower with
Section 9.11 of the Agreement when it failed to transition CCS's
assets by
October 6, 2005 (the "Specified Default"); provided, however, that
Bank's waiver
of the Specified Default shall not constitute and shall not be
deemed to
constitute an amendment of any other provisions of the Loan
Documents or a
waiver of any othe
