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Exhibit 4.1
THIRD AMENDMENT AGREEMENT
THIS THIRD AMENDMENT AGREEMENT (the "Agreement") is entered as of August 8,
2000 between SHARED TECHNOLOGIES CELLULAR, INC., a Delaware corporation, with
its principal place of business at 100 Great Meadow Road, Suite 104,
Wethersfield, Connecticut 06109 (the "Borrower") and CITIZENS BANK OF
MASSACHUSETTS, a Massachusetts Bank, having an office and place of business at
28 State Street, Boston, MA 02109 (the "Bank").
RECITALS:
On July 7, 1999, the Bank and the Borrower entered into a Loan Agreement,
as amended by that certain First Amendment Agreement dated as of December 3,
1999, and as further amended by that certain Second Amendment Agreement dated as
of May 1, 2000 (referred to herein collectively as the "Credit Agreement")
pursuant to which the Bank extended to the Borrower a Revolving Credit Facility
which is presently existing in the maximum aggregate line availability of Five
Million Dollars ($5,000,000.00).
The Borrower executed and delivered to the Bank on July 7, 1999 a Secured
Revolving Credit Promissory Note in the original principal amount of Ten Million
Dollars ($10,000,000.00), which was amended and restated by that certain
Amendment and Restated Secured Revolving Credit Promissory Note in the original
principal amount of Five Million Dollars ($5,000,000.00) dated May 1, 2000
(collectively the "Original Note").
The Borrower and the Bank have agreed to amend the Credit Agreement and the
Original Note upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the provisions herein contained,
Borrower and the Bank, each intending to be legally bound hereby, agree as
follows:
SECTION I. AMENDMENTS TO CREDIT AGREEMENT.
The Credit Agreement is amended hereby as follows:
1. SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY AMENDING AND RESTATING
IN ITS ENTIRETY THE DEFINITION OF "COMMITMENT TERMINATION DATE" AS FOLLOWS:
""Commitment Termination Date" shall mean December 29, 2000.
Expiration dates of Letters of Credit existing as of the date of the
Third Amendment Agreement, as issued under the Revolving Credit Loan,
shall not exceed the Commitment Termination Date."
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2. SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY AMENDING AND RESTATING
IN ITS ENTIRETY THE DEFINITION OF "COMPLIANCE CERTIFICATE" AS FOLLOWS:
""Compliance Certificate" shall mean the certificate required by
SECTION 4.1(b)(xiv) and SECTIONS 5.4(a) and SECTION 5.4(b), in the
form of Exhibit A annexed to the Third Amendment Agreement."
3. SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY AMENDING AND RESTATING
IN ITS ENTIRETY THE DEFINITION OF "REVOLVING CREDIT COMMITMENT" AS FOLLOWS:
""Revolving Credit Commitment" shall mean Two Million Five Hundred
Thousand Dollars ($2,500,000.00)."
4. SECTION 2.1(a) OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
"2.1 Revolving Credit Loan.
(a) Loan. Subject to the terms of this Agreement, the Lender
agrees to make advances to the Borrower (each such advance being
referred to herein as an "Advance" and all such Advances being
collectively referred to herein as the "Revolving Credit Loan") from
time to time from the Closing Date through and including the
Commitment Termination Date in an aggregate principal amount not to
exceed the lesser of:
i) 70% of Eligible Receivables, minus Two Hundred
Thousand Dollars ($200,000.00); or
ii) the amount of the Revolving Loan Commitment;
provided that notwithstanding the foregoing, the Lender shall have no
obligation to make an Advance if an Event of Default exists or would
result therefrom. The formula and conditions provided in this SECTION
2.1 (a) for the making of Advances are collectively referred to
herein as the "Borrowing Base"."
5. SECTION 2.5 OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
"2.5 "Rate of Interest". Interest on the Loan shall accrue at the
rate per annum equal to the Prime Rate plus one and one-quarter
percent (1.25%) (with such Interest Rate changing on the effective
date of each change in the Prime Rate)."
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6. SECTION 2.6 OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
"2.6 "Default Rate of Interest". Notwithstanding SECTION 2.5 hereof,
if an Event of Default shall have occurred, then in such event, to
the extent permitted by law, the Interest Rate applicable to the Loan
(the "Default Rate") shall be three and three-quarters percent
(3.75%) in excess of the Prime Rate (with such Interest Rate changing
on the effective date of each change in the Prime Rate)."
7. SECTION 5.6 OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
"5.6 Minimum Prepaid Lines. Maintain, for each Fiscal Quarter
commencing with the Fiscal Quarter ending September 30, 2000,
Eighty Thousand (80,000) Minimum Prepaid Lines."
8. SECTION 5.7 OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
"5.7 Minimum Current Ratio. Maintain, for each Fiscal Quarter
commencing with the Fiscal Quarter ending September 30, 2000, a
minimum Current Ratio of 0.5:1.0."
9. SECTION 5.8 OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
"5.8 Maximum Net Loss/Minimum Net Income. Maximum Net Loss for
such Fiscal Quarter commencing with the Fiscal Quarter ending
September 30, 2000, shall not exceed Four Million Dollars
(($4,000,000.00))."
10. SECTION 5.9 SHALL BE DELETED IN ITS ENTIRETY.
11. SECTION 5.10 OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
"5.10 Minimum Total Stockholder's Equity. Maintain, for each
Fiscal Quarter commencing with the Fiscal Quarter ending September
30, 2000, a minimum Total Stockholder's Equity of (Eight Million
Dollars) (($8,000,000.00))."
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12. SECTION 5.22 OF THE CREDIT AGREEMENT, AS ADDED BY THE SECOND AMENDMENT
AGREEMENT, IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"5.22 Minimum Additional Capital. The Borrower shall have raised from
July 21, 2000 through August 31, 2000 a minimum additional capital
and equity contribution of not less than Five Million Dollars
($5,000,000.00), provided however that evidence thereof to be
received by the Bank on or before August 31, 2000 shall consist of
the following:
a) copies of deposit receipts into the Equity Funds Account
described in the Third Amendment Agreement or copies of
deposit receipts into the Borrower's operating account
maintained with the Bank."
13. SECTION 7.1(n) OF THE CREDIT AGREEMENT IS DELETED IN ITS ENTIRETY.
14. SECTION 7.4 OF THE CREDIT AGREEMENT IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
1. "Consent to Receiver. In addition to the foregoing remedies, the
Lender may upon the occurrence and during the continuance of an Event
of Default proceed to protect and enforce its rights by an action at
law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained in any of the Loan
Documents, or for an injunction against a violation of any of the
terms hereof or thereof. If the Lender applies for the employment of,
or taking possession by, a trustee, receiver, liquidator or other
similar official, of the Borrower to hold or liquidate all or any
substantial part of the properties or assets of the Borrower, the
Borrower hereby consents to such appointment and agrees to execute
and deliver any and all documents requested by the Lender relating to
the appointment of such trustee, receiver, liquidator or other
similar official (whether by joining in a petition for the voluntary
appointment of such an official, by entering no contest to a petition
for the appointment of such an official or otherwise, as appropriate
under applicable law), immediately after the occurrence of an Event
of Default. No right conferred upon the Lender hereby or by any Loan
Document or the Note shall be exclusive of any other right referred
to herein or therein or now or hereafter available at law, in equity,
by statute or otherwise."
15. THE FOLLOWING NEW DEFINITIONS ARE ADDED TO THE CREDIT AGREEMENT:
""First Amendment Agreement" shall mean that certain Agreement
entered into between the Borrower and the Bank dated as of December
3, 1999.
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"Second Amendment Agreement" shall mean that certain Agreement
entered into between the Borrower and the Bank dated as of May 1,
2000.
"Third Amendment Agreement" shall mean that certain Agreement
entered into between the Borrower and the Bank dated as of August
, 2000."
16. WHENEVER NOTICE IS CONTEMPLATED TO BE GIVE TO THE "BANK" OR THE
"LENDER" OR THE "SECURED PARTY" OR THE "ASSIGNEE" UNDER THE SECURITY DOCUMENTS,
NOTICE SHALL BE GIVEN AS FOLLOWS:
If to the Bank: Citizens Bank of Massachusetts
100 Summer Street
Boston, Massachusetts 02110
Attn: Christopher Daniel, Vice President
With a Copy to: CAMERON & MITTLEMAN, LLP
56 Exchange Terrace
Providence, Rhode Island 02903
Attn: Amy L. Mower, Esquire
17. ANY AND ALL REFERENCES TO THE "SCHEDULES" TO THE CREDIT AGREEMENT SHALL
REFER TO THE AMENDED AND RESTATED SCHEDULES DELIVERED TO THE BANK PURSUANT TO
THE THIRD AMENDMENT AGREEMENT.
18. EXHIBIT C TO THE CREDIT AGREEMENT AND EXHIBIT D TO THE CREDIT AGREEMENT
ARE AMENDED AND RESTATED IN THEIR ENTIRETY BY EXHIBIT A AND EXHIBIT B TO THE
THIRD AMENDMENT AGREEMENT. ALL OTHER EXHIBITS TO THE CREDIT AGREEMENT SHALL NOT
BE AMENDED AND SHALL REMAIN IN THEIR ORIGINAL FORM.
SECTION II. AMENDMENT TO THE ORIGINAL NOTE.
The Original Note is amended and restated in its entirety by the Borrower's
execution and delivery to the Bank of that certain Amended and Restated
Revolving Credit Promissory Note in the original principal amount of Two Million
Five Hundred thousand ($2,500,000.00) a form of which is attached hereto as
Exhibit B, with all blanks completed, and duly executed by the Borrower
(referred to herein as the "Successor Note").
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SECTION III. CONDITIONS.
A. CONDITION PRECEDENT - DELIVERY OF DOCUMENTS.
The Bank shall have no obligation to make advances under the Credit
Agreement unless the following conditions are satisfied or waived by the Bank:
1. The Borrower has delivered to the Bank the following documents in
form and substance satisfactory to the Bank, the receipt of which is hereby
acknowledged (the "Amendment Documents"):
a) the Successor Note, duly executed by the Borrower; and
b) Certificate of No Default from the Borrower, duly
executed by the Borrower; and
c) Corporate Borrowing Authorization and Certificate of
Incumbency of Officers and Directors - the Borrower;
and
d) Corporate Guaranty Authorization and Certificate of
Incumbency of Officers and Directors and
Identification of Shareholders - The Cellular Hotline,
Inc.; and
e) a Twenty Five Thousand Dollar ($25,000.00) fee, payable
on even date, for the Waiver by the Bank herein of
certain Loan Covenant Defaults, which constitutes the
first installment of the Waiver Fee of Two Hundred Fifty
Thousand Dollars ($250,000.00), payable as required in
SECTION III. G. 3. hereof; and
f) Amended Schedules to the Credit Agreement, reflecting
Borrower's disclosures therein of facts in existence as
of the date hereof; and
g) the delivery of such other documents reflected in that
certain Closing Agenda attached hereto as Exhibit C and
incorporated herein by reference, as may be reasonably
required by the Bank in connection with the transaction
contemplated hereby.
2. All legal matters incident to this Agreement and the transactions
contemplated hereby shall be satisfactory to the Bank and its counsel.
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B. CONDITIONS SUBSEQUENT.
The Borrower acknowledges that the Bank will require a field
examination (with a scope to be determined at the Bank's sole discretion) to be
completed within thirty (30) days of execution of this Agreement, the terms and
provisions of which must be satisfactory to the Bank in its sole discretion. The
Borrower acknowledges that should the results of the field examination disclose
any non-compliance with the terms or provisions of the Credit Agreement, or
disclose any fraud or other credit issues determined by the Bank in its sole
discretion, then any such event shall constitute an Event of Default under the
Credit Agreement.
The Borrower also acknowledges that as a condition subsequent to the
execution of this Agreement, it must deliver to the Lender, as a condition
subsequent to this Agreement, an Accord Certificate 27 indicating Hazard and
Liability Insurance Coverage, which Certificate shall name the Bank as an
additional insured and loss payee with respect to each of the Borrower and the
Guarantor.
The Borrower also acknowledges that a condition subsequent to the
execution of this Agreement is the Bank's receipt of satisfactory Financing
Statement Searches, Tax Searches and Judgment Searches against both the Borrower
and the Guarantor in the States of Delaware, Missouri and Connecticut. The
Borrower acknowledges that should any information be disclosed on such searches
which is not satisfactory to the Lender in its sole discretion, that such
disclosure shall constitute an Event of Default under the Credit Agreement.
The Borrower acknowledges that failure to deliver the documents
reflected in the foregoing paragraphs of this SECTION III (B) within the
timetable contemplated in that certain Post-Closing Letter Agreement (listed on
Exhibit C hereto) shall constitute an Event of Default for the purposes of the
Credit Agreement.
C. RECONFIRMATION OF COVENANTS, REPRESENTATIVES AND WARRANTIES.
1. The Borrower further reaffirms all of its obligations, as amended
hereby, under the Credit Agreement, and under the Security Documents.
2. The Borrower acknowledges that upon its delivery to the Bank of
the duly executed Amendment Documents, that all representations, warranties and
covenants set forth in the Credit Agreement are deemed to be made again as of
the date of the delivery hereof. The Borrower further represents and warrants
that the Borrower does not have:
a) any information contrary to any of the conclusions reflected
in, or
b) any information contrary to any of the assumptions or
premises included in any of, or
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c) any knowledge of any material adverse changes which have occurred
in the Borrower's financial condition since the date of,
the following:
i) that certain set of forecast of operations dated June
28, 2000, prepared by Borrower and delivered to Lender; and
ii) that certain July 26, 2000 e-mail which included revised
covenant projections prepared by the Borrower in the form of "Exhibit
C", sent by the Borrower to the Bank; and
iii) the Borrower's 10Q Report for the fiscal quarter ending
March 31, 2000, prepared by the Borrower and delivered to the Bank.
D. RESERVATION OF RIGHTS.
The Bank and the Borrower agree that:
i) This Agreement evidences solely the amendment of the terms
and provisions of the Borrower's obligations under the Credit Agreement and
the Original Note, and is not a novation or discharge thereof;
ii) Notwithstanding the terms hereof: the Bank hereby reserves
its rights against the Borrower under the Credit Agreement and the Original
Note, as provided under the Commonwealth of Massachusetts law and judicial
precedent, as in effect from time to time;
iii) There are no other understandings, express or implied
between the Bank and the Borrower regarding the Credit Agreement and the
Original Note; and
iv) Notwithstanding any prior course of practice or conduct,
the Borrower acknowledges that the Bank has not waived, and has no
obligation to waive, any subsequent Events of Default under the Credit
Agreement and the Original Note, or under this Agreement.
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E. EFFECT OF AMENDMENT.
1. Except as amended hereby, the Credit Agreement and the Original
Note and all other documents entered into in connection therewith shall:
a) remain in full force and effect in accordance with their
original terms and nothing herein shall be deemed to modify, abrogate, waive or
extend any other provision in the Credit Agreement and the Original Note or in
any other document, agreement or instrument executed in connection therewith or
pursuant thereto prior to the execution of this Agreement, including without
limitation any of the Borrower's liabilities to the Bank or any of the Bank's
rights with respect to such liabilities; and
b) be in all respects ratified and affirmed.
Notwithstanding the foregoing, any amendments of the Credit Agreement
and the Original Note to which the parties hereto have agreed previously and
which are not incorporated herein by reference or otherwise, shall be deemed of
no further force and effect upon the execution hereof.
2. The Borrower acknowledges that all of the liabilities and
obligations of the Borrower to the Lender now existing and hereafter incurred
are secured by the security described in the Security Documents defined in the
Credit Agreement and by the security described in the Amendment Documents; the
Borrower further acknowledges that the Bank is relying upon the security
described above, both as entered into on July 9, 1999 and as entered into from
time to time thereafter, as security for the financing represented by the
Liabilities and as security for all other obligations of the Borrower to the
Bank.
F. WAIVER.
Based upon the Bank's review of Borrower's most recent Financial
Statements, Bank hereby waives:
i) Borrower's compliance for the Fiscal Quarter ending June 30, 2000
and any previous Fiscal Quarter, with any and all financial covenant
violations under the Credit Agreement; and
ii) any Event of Default occurring on or prior to the date hereof, of
which the Bank has written notice,
with the express stipulation that this Waiver shall not operate as a waiver of
any other failure by the Borrower to meet other covenants of which the Bank does
not have notice as of the date hereof, or waiver of the failure of the Borrower
to meet the same covenants on a future occasion.
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Such Waiver shall not be construed as a course of action which would
constitute a waiver of any other default under the Credit Agreement or under any
other document executed in connection therewith or pursuant thereto. No delay in
taking any action with respect to any such default, or any other course of
action by the Bank shall affect Bank's rights to later take any such action with
respect to any such default.
G. GENERAL.
1. CONSTRUCTION. Incorporated herein by reference are the
representations, warranties, agreements, affirmative and negative, definitions,
terms and conditions all as set forth in (i) the Credit Agreement and the
Original Note and all documents executed in connection therewith or pursuant
thereto and (ii) the Amendment Documents. This Agreement and the Credit
Agreement and the Original Note, and the Amendment Documents shall be construed
collectively and in the event that any term, provision or condition of any of
such documents is inconsistent with or contradictory to any term, provision or
condition of any other such document, the terms, provisions and conditions of
this Agreement shall supersede and control the terms, provisions and conditions
of the Credit Agreement and the Original Note and the Amendment Documents.
2. GOVERNING LAW. This Agreement, the Successor Note, the Original
Note and the Credit Agreement and all Security Documents thereunder, and the
rights and obligations of the parties hereunder, shall in all respects be
governed by, and interpreted and determined in accordance with, the laws of the
Commonwealth of Massachusetts (excluding the laws applicable to conflicts or
choice of law).
3. WAIVER FEE. In consideration of this Third Amendment Agreement,
the Bank shall be entitled to, and the Borrower shall pay, as of the date
hereof, a Waiver Fee in the amount of Two Hundred Fifty Thousand Dollars
($250,000.00), of which Twenty Five Thousand Dollars ($25,000.00) shall be
payable upon the execution hereof, with the remaining Two Hundred Twenty Five
Thousand Dollars ($225,000.00) of said Waiver Fee shall be due and payable on or
before December 29, 2000. The Bank will waive the Two Hundred Twenty Five
Thousand Dollars ($225,000.00) balance of the Waiver Fee due in the event that
all of Borrower's Obligations and Liabilities are paid in full to the Bank and
the Revolving Loan Commitment is canceled on or before December 29, 2000.
THE BORROWER ACKNOWLEDGES SPECIFICALLY, WITHOUT LIMITATION HEREBY,
THAT SHOULD THE BORROWER FAIL TO HAVE PAID ALL OBLIGATIONS AND LIABILITIES IN
FULL TO THE BANK, AND OBTAIN CANCELLATION OF THE REVOLVING LOAN CREDIT
COMMITMENT, ON OR BEFORE DECEMBER 29, 2000, THEN THE BANK SHALL BE ENTITLED TO
IMMEDIATELY, ON DECEMBER 30, 2000, SET OFF AGAINST ANY AND ALL OF THE BORROWER'S
ACCOUNTS MAINTAINED WITH THE BANK, WITH THE EXCEPTION OF THE EQUITY FUND ACCOUNT
(AS DESCRIBED IN PARAGRAPH 4 BELOW), THE AMOUNT OF TWO HUNDRED TWENTY FIVE
THOUSAND DOLLARS ($225,000.00) FOR SAID WAIVER FEE, PLUS THE AMOUNT OF ANY AND
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ALL OTHER OUTSTANDING INDEBTEDNESS, OBLIGATIONS AND LIABILITIES OF THE BORROWER
TO THE BANK, INCLUDING BUT NOT LIMITED TO INTEREST, PENALTIES, LEGAL FEES AND
EXPENSES, AND ALL OTHER EXPENSES INCURRED FROM TIME TO TIME BY THE BANK AND
REMAINING THEN OUTSTANDING TO THE BANK.
4. EQUITY FUND ACCOUNT. The Borrower may deposit any and all proceeds
which are received from its current equity raising, in a specifically designated
deposit account to be maintained by the Borrower with Prudential Securities (the
"Equity Funds Account"). The Bank and the Borrower agree that the Equity Funds
Account shall be independent and separate from the Borrower's regular operating
account (the "Operating Account"). Borrower may transfer funds from the Equity
Funds Account to the Operating Account at its sole discretion; however, Borrower
may not, at any time, transfer funds from the Operating Account to the Equity
Fund Account.
Borrower acknowledges that the Bank will be monitoring the Operating
Account and the Equity Funds Account on a day-to-day basis to ensure Borrower's
compliance with this Section III. G. 4. Borrower also agrees to provide to the
Bank, within five (5) days of Borrower's receipt, copies of all monthly
statements issued by Prudential Securities for the Equity Funds Account.
THE BANK SPECIFICALLY AGREES AND ACKNOWLEDGES THAT THE EQUITY FUNDS ACCOUNT
SHALL NOT BE SUBJECT TO ANY SET OFF RIGHTS OF THE BANK, AT LAW OR IN EQUITY OR
UNDER THE CREDIT AGREEMENT OR UNDER ANY SECURITY DOCUMENT, NOR SHALL THE EQUITY
FUNDS ACCOUNT BE SUBJECT TO ANY LIEN OR ATTACHMENT OF THE BANK, NOTWITHSTANDING
ANY TERMS OF THE CREDIT AGREEMENT OR THE TERMS OF ANY OF THE SECURITY DOCUMENTS
OR ANY APPLICABLE PROVISIONS OF THE LAWS OR EQUITY RULES OF THE COMMONWEALTH OF
MASSACHUSETTS, OR THE STATES OF CONNECTICUT OR DELAWARE, OR THE FEDERAL
BANKRUPTCY LAWS.
5. SECURITY DOCUMENTS. The Borrower and The Cellular Hotline, Inc.,
by its signature hereto, agree that:
a) the Security Documents (defined in the Credit Agreement) are amended to
reflect that the obligations and liabilities secured thereby are deemed
amended pursuant to this Amendment Agreement, as incorporated therein by
reference; and
b) except as specifically amended hereby, the Security Documents, and all
indebtedness incurred pursuant thereto shall remain in full force and
effect, in accordance with their original terms as previously amended, and
nothing herein shall be deemed to modify, abrogate, waive or extend any
other provision in the Security Documents, except as previously amended, or
in any other document, agreement, or instrument executed in connection
therewith or pursuant thereto prior to the execution of this Agreement,
including without limitation any of the Borrower's or The Cellular Hotline,
Inc.'s liabilities to the Bank or any of the Bank's rights with respect to
such liabilities; and
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c) the Security Documents, as amended hereby, shall continue to secure the
Borrower's obligations under the Credit Agreement, the Original Note and
all other obligations of the Borrower and of The Cellular Hotline, Inc. to
the Bank, whether now existing or hereafter arising.
6. WAIVER OF TRIAL BY JURY. BORROWER, THE CELLULAR HOTLINE, INC., AND
BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO
A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREIN, ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THIS AGREEMENT AND TO
AMEND THE REVOLVING CREDIT FACILITY.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Bank and the Borrower have caused their duly
authorized officers to execute this Agreement as of the day and year first above
written as an instrument under seal.
WITNESS: SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Anthony D. Autorino
-----------------------------
Anthony D. Autorino
Title: Chairman and Executive
Officer
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Chritopher Daniel
-------------------------
Christopher Daniel
Title: Vice President
CONSENT AND CONFIRMATION
The undersigned consents to the amendment of the Credit Agreement pursuant
to the Third Amendment Agreement, and the terms of the Third Amendment
Agreement, including but not limited to Section III. G. 5 and 6 thereof, and of
all underlying documents referred to therein and all documents entered into
pursuant thereto or in connection therewith.
The undersigned confirms its obligations under that certain Guaranty dated
as of July 7, 1999 (the "Guaranty"), executed by the undersigned, of all
Liabilities (as defined in the Guaranty), as amended hereby, of the Borrower to
the Bank, and confirms its obligations under all documents securing the
Guaranty.
IN WITNESS WHEREOF, the undersigned has caused its duly authorized officer
to execute this Consent and Confirmation as of the 8th day of August, 2000, as
an instant under Seal.
WITNESS: THE CELLULAR HOTLINE, INC.
By: /s/ Anthony D. Autorino
-----------------------
Its: Chairman and Chief Executive
Officer
[NOTARIZATIONS ON THE NEXT PAGE]
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[NOTARIZATIONS FOR SIGNATURES ON PRIOR PAGE]
STATE OF CONNECTICUT
COUNTY OF HARTFORD
In Whethersfield on the _____day of August, 2000, before me personally
appeared the above-named _____________________________, of SHARED TECHNOLOGIES
CELLULAR, INC. to me known and known by me to be the party executing the
foregoing instrument on behalf of said corporation and acknowledged said
instrument so executed to be his free act and deed in said capacity and the free
act and deed of said corporation.
Notary Public
My Commission Expires:
STATE OF CONNECTICUT
COUNTY OF HARTFORD
In Whethersfield on the_____day of August, 2000, before me personally
appeared the above-named______________________________, of THE CELLULAR HOTLINE,
INC. to me known and known by me to be the party executing the foregoing
instrument on behalf of said corporation and acknowledged said instrument so
executed to be his free act and deed in said capacity and the free act and deed
of said corporation.
Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
In Boston on the______ day of August, 2000, before me personally appeared
the above-named Christopher Daniel, Vice President of CITIZENS BANK OF
MASSACHUSETTS, of Boston, Massachusetts to me known and known by me to be the
party executing the foregoing instrument on behalf of said Massachusetts Bank
and acknowledged said instrument so executed to be his free act and deed in said
capacity and the free act and deed of said Massachusetts Bank.
Notary Public
My Commission Expires:
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