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September 21, 2000
Luminant Worldwide Corporation
13737 Noel Road
Suite 1400
Dallas, TX 75240-7367
Attention: Thomas G. Bevivino
Re: Letter Amendment to Credit and Security Agreement
Dear Mr. Bevivino:
Luminant Worldwide Corporation, a Delaware corporation (the
"Parent Borrower"), LWC Operating Corp., a Delaware corporation, LWC Management
Corp., a Delaware corporation, Potomac I Holdings, Inc., a Delaware corporation,
Multimedia I Holdings, Inc., a Delaware corporation, RSI Group, Inc., a Texas
corporation, Align Solutions Corp., a Delaware corporation, Potomac Partners
Management Consulting, LLC, a Delaware limited liability company, Multimedia
Resources, LLC, a New York limited liability company, Interactive8, Inc., a New
York corporation, BD Acquisition Corp., a Delaware corporation, Resource
Solutions International, LLC, a Texas limited liability company, Integrated
Consulting, Inc., a Texas corporation, Free Range Media, Inc., a Washington
corporation, Align-Fifth Gear Acquisition Corporation, a Delaware corporation,
and Align-Synapse Acquisition Corporation, a Texas corporation (together with
the Parent Borrower, the "Borrowers" and each a "Borrower"), and Wells Fargo
Business Credit, Inc., a Minnesota corporation (the "Lender") are parties to a
Credit and Security Agreement dated as of April 5, 2000, as amended by a First
Amendment to Credit and Security Agreement dated as of August 31, 2000 (as
amended, the "Credit Agreement"). Capitalized terms used in this letter shall
have the meanings given in the Credit Agreement.
The Borrowers have requested that certain changes be made to
the requirements under the Credit Agreement which set forth the manner in which
the Borrowers report their ineligible accounts receivable, and have asked that
the Lender consent to the Parent Borrower's issuance of debentures pursuant to
the terms of a Convertible Debenture Purchase Agreement by and among the Parent
Borrower and certain investor signatories thereto and dated as of September 21,
2000. The Lender is agreeable to doing so pursuant to the terms and conditions
set forth in this letter.
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Luminant World Wide Corporation
September 20, 2000
Page 2 of 4
The Credit Agreement is hereby amended as follows:
1. DEFINITIONS. The following new definition is added to
Section 1.1 of the Credit Agreement:
"'Debenture Purchase Agreement' has the meaning given in
Section 7.2(d)."
2. REPORTING REQUIREMENTS. Section 6.1(c) of the Credit
Agreement is amended to read as follows:
"(c) within 15 days after the end of each month or
more frequently if the Lender so requires, agings of all the
Borrowers' accounts receivable on a consolidated basis and
their accounts payable and a calculation of their Accounts and
Eligible Accounts as of the end of such period; PROVIDED,
HOWEVER, for the period of September 21, 2000 through and
including December 31, 2000, the Borrowers shall submit
calculations of their Accounts and Eligible Accounts on the
10th day of each month, calculated as of the last day of the
previous month, on the 20th day of each month, calculated as
of the 10th day of the month and on the last day of the month,
calculated as of the 20th day of the month; PROVIDED, FURTHER,
HOWEVER, if the Borrowers fail to deliver any calculations
referenced in the second clause of this subsection on the
specific dates required therein, the Borrowers shall submit
calculations of their Accounts and Eligible Accounts in
accordance with the first clause of this subsection;"
3. INDEBTEDNESS. Section 7.2 of the Credit Agreement is amended
by deleting the word "and" at the end of subsection (b), changing
the period at the end of subsection (c) to a semicolon followed by
the word "and", and adding the following new subsection (d)
immediately following subsection (c):
"(d) indebtedness arising from the debentures issued
pursuant to that certain Convertible Debenture Purchase
Agreement by and among the Parent Borrower and the investor
signatories thereto and dated as of September 19, 2000 (the
"Debenture Purchase Agreement")."
4. PAYMENTS UNDER DEBENTURE PURCHASE AGREEMENT. The following new
Section 7.19 is added to the Credit Agreement immediately
following Section 7.18:
"Section 7.19 PAYMENTS UNDER DEBENTURE PURCHASE
AGREEMENT. The Borrowers shall not satisfy any payment
obligations arising under the Debenture Purchase Agreement or any
related document except by the issuance of additional stock."
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Luminant World Wide Corporation
September 20, 2000
Page 3 of 4
Except as explicitly amended hereby, all of the terms and
conditions of the Credit Agreement and the other Loan Documents related thereto
shall remain in full force and effect.
By acknowledging and agreeing to the terms of this letter
amendment, the Borrowers hereby further represent and warrant to the Lender that
(a) all of the representations and warranties contained in Article V of the
Credit Agreement are correct on and as of the date hereof as though made on and
as of such date, except to the extent that such representations and warranties
relate solely to an earlier date, and (b) all of the representations and
warranties contained in the Debenture Purchase Agreement and the documents
related thereto are correct on and as of the date hereof.
Neither this letter, nor any other communication between the
Lender and the Borrower shall be deemed to be a waiver, modification or release
of any Default or Event of Default, whether such Default or Event of Default
arose or arises before, on or after the date hereof and whether or not known to
the Lender.
Please acknowledge your acceptance of the foregoing by signing
and returning to the undersigned the additional copies of this letter enclosed
for that purpose.
Very truly yours,
WELLS FARGO BUSINESS CREDIT, INC.
By
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Terrance O. McKinney
Its Assistant Vice President
ACKNOWLEDGED AND ACCEPTED
THIS _____ DAY OF SEPTEMBER, 2000.
LUMINANT WORLDWIDE CORPORATION
By
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Guillermo G. Marmol
Its Chief Executive Officer
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Luminant World Wide Corporation
September 20, 2000
Page 4 of 4
LWC OPERATING CORP., LWC MANAGEMENT CORP., POTOMAC I HOLDINGS, INC. MULTIMEDIA I
HOLDINGS, INC., RSI GROUP, INC., ALIGN SOLUTIONS CORP., MULTIMEDIA RESOURCEES,
LLC, INTERACTIVE8, INC., BD ACQUISITION CORP., RESOURCE SOLUTIONS INTERNATIONAL,
LLC, INTEGRATED CONSULTING, INC., FREE RANGE MEDIA, INC., ALIGN-FIFTH GEAR
ACQUISITION CORPORATION, and ALIGN-SYNAPSE ACQUISITION CORPORATION
By
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Guillermo G. Marmol
Its President
POTOMAC PARTNERS MANAGEMENT
CONSULTING, LLC
By
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Guillermo G. Marmol
Its Manager
