Financing and Security Agreement (2001)Full Document 

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                        FINANCING AND SECURITY AGREEMENT


        THIS FINANCING AND SECURITY AGREEMENT (the "Agreement") is made this
29th day of January, 1999, by and between CYNTERGY CORPORATION, a corporation
duly organized and in good standing under the laws of the State of Delaware (the
"Borrower") and NATIONSBANK, N.A., a national banking association, its
successors and assigns (the "Lender").

                                    RECITALS

        A.      The Borrower has applied to the Lender for credit facilities
consisting of a line of credit for term loans in the aggregate maximum principal
amount of One Million Five Hundred Thousand Dollars ($1,500,000) to be used by
the Borrower to finance or refinance the purchase of Equipment by the Borrower
and a revolving credit facility in the maximum principal amount of Six Million
Dollars ($6,000,000) to be used by the Borrower for working capital.

        B.      The Lender is willing to make these credit facilities available
to the Borrower upon the terms and subject to the conditions hereinafter set
forth.

                                   AGREEMENTS

        NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Lender hereby
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        SECTION 1.1             Certain Defined Terms.

        As used in this Agreement, the terms defined in the Preamble and
Recitals hereto shall have the respective meanings specified therein, and the
following terms shall have the following meanings:

                "Account" individually and "Accounts" collectively mean all
presently existing or hereafter acquired or created accounts, accounts
receivable, contract rights, notes, drafts, instruments, acceptances, chattel
paper, leases and writings evidencing a monetary obligation or a security
interest in or a lease of goods, all rights to receive the payment of money or
other consideration under present or future contracts (including, without
limitation, all rights to receive payments under presently existing or hereafter
acquired or created letters of credit), or by virtue of merchandise sold or
leased, services rendered, loans and advances made or other considerations
given, by or set forth in or arising out of any present or future chattel paper,
note, draft, lease, acceptance, writing, bond, insurance policy, instrument,
document or general intangible, and all extensions and renewals of any thereof,
all rights under or arising out of present or future contracts, agreements or
general interest in merchandise which gave rise to any or all of the foregoing,
including all goods, all claims or causes of action now existing or hereafter
arising in connection with or under any agreement or document or by operation of
law or otherwise, all collateral security of any kind (including real property
mortgages) given by any person with respect to any of the foregoing and all
proceeds (cash and non-cash) of the foregoing.



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                        FINANCING AND SECURITY AGREEMENT


                "Adjusted Equity" means as to the Borrower for any period of
determination thereof, Net Worth as determined in accordance with GAAP
consistently applied, plus deferred revenue representing a deposit on account
made on behalf of Cendant as reported by the Borrower as of September 30, 1998
(the "Deferred Revenues"), plus subordinated debt, less amounts due from
Subsidiaries or Affiliates, less prepaid expenses (if any) relating to the
Deferred Revenue, less General Intangibles.

                "Affiliate" means, with respect to the Borrower, any Person,
directly or indirectly controlling, directly or indirectly controlled by, or
under direct or indirect common control with the Borrower, as the case may be.

                "Agreement" means this Financing and Security Agreement and all
amendments, modifications and supplements hereto which may from time to time
become effective in accordance with the provisions of Section 11.10 hereof.

                "Agreement Prohibiting Transfer of Assets" means that certain
Agreement Prohibiting Transfer of Assets of even date herewith from the
Guarantor and the Limited Guarantor in favor of the Lender, and all amendments,
modifications and supplements hereto.

                "Assets" means, at any time, all assets that should, in
accordance with GAAP consistently applied, be classified as assets on a balance
sheet of the Borrower.

                "Banking Day" shall mean any day that is not a Saturday, Sunday
or banking holiday in the State of Maryland.

                "Borrowing Base" means eighty percent (80%) of the Eligible
Receivables.

                "Cendant" shall mean Cendant Corporation, a Delaware
Corporation, and its successors and assigns.

                "Collateral" shall mean all of the Borrower's Accounts, chattel
paper, Equipment, General Intangibles, documents, instruments and Inventory
(whether or not designated with initial capital letters), as those terms are
defined in the Uniform Commercial Code as presently adopted and in effect in the
State and shall also cover, without limitation, (i) any and all property
specifically included in those respective terms in this Agreement or in the
Financing Documents and (ii) all proceeds (cash and non-cash, including, without
limitation, insurance proceeds) of the foregoing.

                "Collateral Disclosure List" means the Collateral Disclosure
List attached to this Agreement as EXHIBIT G, as the same may be amended or
supplemented from time to time hereunder.

                "Collection" means each check, draft, cash, money, instrument,
item, and other remittance in payment or on account of payment of the Accounts
or otherwise with respect to any Collateral, including, without limitation, cash
proceeds of any returned, rejected or repossessed goods, the sale or lease of
which gave rise to an Account, and other proceeds of Collateral; and
"Collections" means the collective reference to all of the foregoing.

                "Commonly Controlled Entity" shall mean an entity, whether or
not incorporated, which is under common control with the Borrower within the
meaning of Section 4 14(b) or (c) of the Internal Revenue Code.



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                        FINANCING AND SECURITY AGREEMENT


                "Debt Service Coverage Ratio" means as to the Borrower for any
period of determination thereof~ the ratio of net income, plus depreciation and
amortization, plus interest expense, minus dividends and unfinanced capital
expenditures, divided by current maturities of long-term debt, plus interest
expense.

                "Default" has the meaning described in Article IX.

                "Default Rate" means the greater of (i) two percent (2%) per
annum in excess of the highest rate of interest payable under the Notes, or (ii)
two percent (2%) per annum in excess of the Prime Rate.

                "Documents" means all documents of title, whether now existing
or hereafter acquired or created, and all proceeds (cash and non-cash of the
foregoing).

                "EBITDA" means as to the Borrower for any period of
determination thereof, earnings before interest, taxes, depreciation and
amortization determined in accordance with GAAP consistently applied, plus (b)
interest expense and taxes for such period, plus (c) depreciation and
amortization of assets for such period. EBITDA shall be calculated on a four (4)
quarter rolling basis.

                "Eligible Receivable" and "Eligible Receivables" mean, at any
time of determination thereof, each Account which conforms and continues to
conform to the following criteria to the reasonable satisfaction of the Lender
(the "Eligibility Standards"): (a) the Account arose from a bona fide outright
sale or lease of goods by the Borrower, or from services performed by the
Borrower, and, except as expressly permitted as hereinafter set forth, (i) such
goods have been delivered to the appropriate account debtors or their respective
designees, the Borrower has in its possession shipping and delivery receipts
evidencing such shipment and delivery, no return, rejection or repossession has
occurred, by the account debtor, or (ii) such services have been satisfactorily
completed and not rejected by the appropriate account debtor; (b) the Account is
based upon an enforceable order or contract, written or oral, for goods
delivered or for services performed, and the same were shipped, held, or
performed in accordance with such order or contract; (c) the title of the
Borrower to the Account and, except as to the account debtor and any creditor
which finances the account debtor's purchase of such goods, to any goods is
absolute and is not subject to any prior assignment, claim, lien, or security
interest, except Permitted Liens and Liens created by the account debtors in
connection with their interests in the goods, and the Borrower otherwise has the
full and unqualified right and power to assign and grant a security interest in
it to the Lender as security and collateral for the payment of the Loans; (d)
the amount shown on the books of the Borrower and on any invoice, certificate,
schedule or statement delivered to the Lender is owing to the Borrower and no
partial payment has been received unless reflected with that delivery; (e) the
Account is not subject to any claim of reduction, counterclaim, setoff,
recoupment, or other defense in law or equity, or any claim for credits,
allowances, or adjustments by the account debtor because of returned, inferior,
or damaged goods or unsatisfactory services, or for any other reason, provided
that only the amount of the Account that is equal to the account debtor's claim
shall be excluded, and if the amount of such claim cannot be determined, then
only the amount that Lender reasonably estimates as the account debtor's claim
shall be excluded; (f) the account debtor has not returned or refused to retain,
or otherwise notified the Borrower of any dispute concerning, or claimed
nonconformity of, any of the goods or services from the sale of which the
Account arose; (g) the Account is not outstanding more than ninety (90) days
from the date of the invoice therefore; (h) the Account is not owing by any
account debtor for which the Lender has deemed fifty percent (50%) or more of
such account debtor's other Accounts (or any portion thereof) due to the
Borrower to be non-Eligible Receivables (provided,



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                        FINANCING AND SECURITY AGREEMENT


however, that this exclusion will not apply to any Account of an account debtor
which also has an Account with the Borrower which is current); (i) the Account
does not arise out of a contract with, or order from, an account debtor that, by
its terms, forbids or makes void or unenforceable the assignment by the Borrower
to the Lender of the Account arising with respect thereto; (j) except as
expressly permitted as hereinafter set forth, the account debtor is not a
Subsidiary or other Affiliate of the Borrower; (k) except as expressly permitted
as hereinafter set forth, the account debtor does not conduct substantial
business in the United States of America; (1) the account debtor is not a
Governmental Authority or agency, domestic or foreign; (in) the Borrower is not
indebted in any manner to the account debtor, with the exception of customary
credits, adjustments and/or discounts given to an account debtor by the Borrower
in the ordinary course of its business, provided that only the amount of the
Account that is equal to the indebtedness owing to the account debtor shall be
excluded, and if the amount of such indebtedness cannot be determined, then only
the amount that Lender reasonably estimates as the indebtedness owing to the
account debtor claim shall be excluded (n) no bond has been issued or is
contemplated with respect to the goods or services furnished by the Borrower or
with respect to the project or contract for which those goods or services were
furnished; and (o) the Lender has not deemed the Account ineligible because of
uncertainty as to the creditworthiness of the account debtor or because the
Lender otherwise considers the collateral value thereof to the Lender to be
impaired or its ability to realize such value to be insecure. In the event of
any dispute, under the foregoing criteria, as to whether an Account is, or has
ceased to be, an Eligible Receivable, or whether a portion of an Account other
than the portion which may be subject to counterclaim or set-off shall be
classified as an Eligible Receivable, the reasonable decision of the Lender
shall control. In addition to the foregoing, any Account representing more than
twenty-five percent (25%) of the Borrower's total Accounts shall be subject to
review by the Lender. The Lender may require that receivables insurance be
obtained for such Account in order to include it as an Eligible Receivable. In
that connection, the Lender has reviewed the Account due from Cendant as
disclosed in the Borrower's accounts receivable aging report (the "Aging
Report") dated November 11, 1998. The Lender acknowledges that Cendant' s
obligations as an account debtor have been assigned to the Hospitality Trust
which has provided to the Borrower a pre-paid deposit of $3,000,000. In reliance
upon the accuracy of the foregoing representations~ the Cendant Account is
currently deemed an Eligible Receivable. In addition, although foreign Accounts
and Accounts of Subsidiaries or Affiliates are generally excluded from the
definition of Eligible Receivables, the Borrower may request and the Lender
shall determine whether to include any such Account in the definition of
Eligible Receivables under such terms and conditions as the Lender shall
provide. Whether or not included in the definition of Eligible Receivables,

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