THIRD AMENDMENT TO INVENTORY AND
ACCOUNTS RECEIVABLE LOAN AND
SECURITY AGREEMENT
THIS THIRD AMENDMENT, dated as of the 30th day of November, 2000, is to
that certain Inventory and Accounts Receivable Loan and Security Agreement dated
as of February 28, 1997, as amended as of October 27, 1998 and as of April 30,
1999 (as amended thereby and hereby, the "Loan Agreement") by and between
NDC AUTOMATION, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Borrower"); and
SUMMIT BUSINESS CAPITAL CORP., a New York corporation (the "Lender").
RECITALS:
A. National Bank of Canada, a Canadian chartered bank, and National
Canada Business Corp., a Delaware corporation (collectively, the "Original
Lenders"), originally entered into the Loan Agreement with the Borrowers.
B. Pursuant to the terms of a Loan Portfolio Sale and Purchase
Agreement dated as of June 21, 2000, Summit Commercial/Gibraltar Corp., a New
York corporation, acquired all rights of the Original Lenders to the Loan
Agreement and the documents executed in connection with the Loan Agreement.
C. Summit Commercial/Gibraltar Corp. subsequently changed its name to
Summit Business Capital Corp.
D. The Borrower and the Lender have agreed to make certain changes to
the Loan Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
A. Section 3 of the Loan Agreement is deleted in its entirety and
replaced with the following.
"3. LOANS. Subject to the terms and provisions of this
Agreement, Lender will make such loans to Borrower as from time to time
Lender elects to make which are secured by Borrower's Collateral and
the proceeds thereof. The aggregate unpaid principal of all such loans
outstanding at any one time shall not exceed the lesser of (a) Four
Hundred Fifty Thousand Dollars (U.S. $450,000.00) or (b) eighty percent
(80%) of the unpaid face amount of (i) Qualified Accounts that are
non-project Qualified Accounts and (ii) Qualified Accounts that are
project Qualified Accounts, as defined below, (or such other
percentages thereof as may from time to time be fixed by the Lender
upon notice to Borrower), plus fifty percent (50%) of the cost or
market value, whichever is lower, of all Eligible Inventory, as defined
below, (hereinafter called
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the "Inventory Value"), but in no event shall (A) Inventory Value be in
excess of Three Hundred Thousand Dollars (U.S. $300,000.00) and (B)
Inventory Value and Qualified Accounts that are project Qualified
Accounts be in excess of Four Hundred Fifty Thousand Dollars (U.S.
$450,000.00). The sum produced by applying at any given time the then
prevailing percentages to the Inventory Value and to the total of
Qualified Accounts is herein called the "Borrowing Base". All such
loans shall bear interest, and where appropriate under the Lender's
prevailing policy shall bear a service charge at the rate agreed on
from time to time by the parties, and at the option of Lender shall be
evidenced by notes in form satisfactory to Lender, but in the absence
of notes shall be conclusively evidenced by the Lender's record of
disbursements and repayments. The Borrower's loans are presently
evidenced by that certain Secured Note ("Secured Note") bearing even
date herewith. The unpaid principal balances of the Borrower's loans
shall bear interest from the date hereof upon disbursed and unpaid
principal balances (calculated on the basis of a year of 360 days) at a
rate per annum which shall, from day to day, be equal to two and three
quarters of one percent (2.75%) per annum for amounts outstanding under
the Note, plus the rate for commercial loans announced from time to
time in the United States as its prime rate ("Prime Rate") by Bank,
each change in the rate to be charged hereon to become effective,
without notice to the Borrower, on the effective date of each change in
the Prime Rate, and interest shall be payable monthly in arrears on the
1st day of each month, commencing on the 1st day of December, 2000. The
Prime Rate is a reference rate and is not necessarily the lowest rate
charged by Lender or Bank for extensions of credit. The Bank's Prime
Rate is, as of the date hereof, nine and one-half of one percent
(9.50%) per annum. All such loans shall be payable on demand or, if no
demand then, on the Termination Date as that term is defined in the
Secured Note."
B. All references to the "Loan Agreement" set forth in the documents
executed in connection with the Loan Agreement shall be deemed to be references
to the Loan Agreement as amended by this Third Amendment.
C. The Borrower represents and warrants that, as of the date hereof, it
is not in default of the terms of the Loan Agreement, as amended hereby, or any
of the other documents executed among the Borrower and the Lender in connection
therewith.
D. This Third Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original.
E. This Third Amendment and the Loan Agreement, as amended hereby,
shall be deemed to be contracts made under, and for all purposes shall be
construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the Borrower and the Lender have caused this Third
Amendment to be executed under seal by their duly authorized corporate officers
all as of the day and year first above written.
NDC AUTOMATION, INC.
By /s/ Claude Imbleau
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Title Chief Operating Officer
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SUMMIT BUSINESS CAPITAL CORP.
By /s/ Keith D. Scheid
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Title Assistant Vice-President
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By /s/ W. Gregg Simpson
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Title Vice President
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