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Document Preview Loan and Security Agreement |
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Title: |
Loan and Security Agreement |
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Entities: |
Datrek Miller International, Inc.; Forefront Group Inc.; Forefront Group Inc. |
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Date: |
2006 |
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Size: |
Preview shows 6KB of 27KB total |
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Price: |
$40 |
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ID: |
#2685531 |
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JOINDER AGREEMENT AND NINTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS JOINDER AGREEMENT AND NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this Agreement) is made and entered into as of the 20th day of December, 2006, among FCC, LLC, d/b/a First Capital, a Florida limited liability company (Lender), FOREFRONT GROUP, INC., a Florida corporation formerly known as Datrek Professional Bags, Inc. (ForeFront Group), MILLER GOLF COMPANY, a Florida corporation formerly known as Miller Acquisition, Inc. (Miller), FOREFRONT BURTON, INC., a Florida corporation (ForeFront Burton), and FOREFRONT DEVANT, INC., a Florida corporation (ForeFront Devant; ForeFront Group, Miller, ForeFront Burton and ForeFront Devant are referred to herein individually as a Borrower and collectively as the Borrowers).
W I T N E S S E T H:
WHEREAS, ForeFront Group, Miller, ForeFront Burton and Lender entered into that certain Loan and Security Agreement dated as of October 15, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement); and
WHEREAS, ForeFront Group, Miller and ForeFront Burton have requested that Lender consent to the formation of ForeFront Devant and the acquisition by ForeFront Devant of certain assets and the assumption of certain liabilities of Devant, Ltd., a North Carolina corporation (Seller), pursuant to that certain Asset Purchase Agreement of even date herewith among ForeFront Devant, ForeFront Holdings, ForeFront Group, Seller, James M. Sheppard, Jr., Mary Ann Sheppard Chambers, Rebecca Sheppard Roberts and Deborah Ann Sheppard (the Asset Purchase Agreement; the Asset Purchase Agreement and all agreements, documents, certificates and other items executed and/or delivered in connection therewith are referred to herein as the Acquisition Documents); and
WHEREAS, Borrowers have requested that Lender finance the transaction contemplated by the Acquisition Documents (the Acquisition) and that Lender include the accounts receivable and other assets of ForeFront Devant in the borrowing base described in the Loan Agreement to the extent that such assets satisfy the eligibility standards set forth therein; and
WHEREAS, Lender is willing to grant such consent and provide such financing (subject to the terms and conditions of the Loan Agreement) so long as ForeFront Devant becomes an additional borrower under the Loan Agreement and causes Lender to have a perfected, first-priority security interest in all of its assets; and
WHEREAS, ForeFront Devant is willing to join the Loan Agreement as an additional borrower; and
WHEREAS, Borrowers and Lender desire to amend the Loan Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Loan Agreement.
2. Joinder of ForeFront Devant as a Borrower. The Loan Agreement is hereby amended such that each reference to Borrower thereunder shall be deemed to be a reference to each Borrower. ForeFront Devant hereby acknowledges and agrees that (a) it is familiar with the Loan Agreement and the other Loan Documents, and (b) from and after the date hereof, it is jointly and severally liable with ForeFront Group, Miller and ForeFront Burton for all outstanding Obligations. Borrowers acknowledge and agree that Lender is making an accommodation to Borrowers by permitting the addition of ForeFront Devant to the Loan Agreement as an additional borrower by means of this Agreement, rather than requiring that Borrowers incur the cost and expense of amending and restating the Loan Agreement. Accordingly, each reference in the Loan Agreement to Borrower shall be construed in the manner most favorable to Lender in determining whether such reference applies to all Borrowers or to any Borrower. For example, the grant of the security interest set forth in Section 5(a) of the Loan Agreement shall be construed to be a grant of a security interest by each Borrower, while Section 13(a)(vi) of the Loan Agreement shall be construed such that a Default shall exist if any Borrower becomes insolvent or institutes (or has instituted against it) a bankruptcy proceeding.
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