Program Agreement [Amendment No. 1] - RoomSystems Inc., RoomSystems Corp., Steve L. Sunyich and AMRESCO Leasing Corp.
FIRST AMENDMENT TO AMENDED & RESTATED
PROGRAM AGREEMENT
Reference is made to the Amended and Restated Program Agreement
(the "Program Agreement") entered into as of March 10, 1999, by and among
RoomSystems, Inc. ("RSi"), a Nevada corporation; RoomSystems Corporation, dba
RoomSystems Finance ("RSF" and together with RSi and all affiliates of RSi and
RSF, the "RSi Parties"), a Nevada corporation; Steve L. Sunyich, individually
("Sunyich"); and AMRESCO Leasing Corporation ("ALC"), a Nevada corporation. The
capitalized terms used in this First Amendment shall have the same definitions
as set forth in the Program Agreement to the extent that such capitalized terms
are defined therein and not redefined in this First Amendment.
WHEREAS, the parties to the Program Agreement desire to amend the
Program Agreement;
NOW, THEREFORE, the RSi Parties, Sunyich, and ALC hereby agree as
follows:
1. The first paragraph of Section II of the Program Agreement
is hereby amended to delete the language: ", prior to May
31, 1999,".
2. Section II.1 of the Program Agreement is hereby amended by
deleting the following:
"RSi receives a capital contribution subsequent to the date
of this Agreement of at least $8 million of additional
equity (or subordinated debt which is acceptable to ALC in
its Sole Discretion); and,"
and replacing it with:
"Subsequent to January 1, 1999, but on or prior to October
27, 1999, RSi must close its current private placement
equity offering, and must comply with the following minimum
equity requirements:
a. RSi must receive cash equity contributions of at least
$4,421,000;
b. RSi must convert at least $1,500,000 of RSi debt
(excluding any debt to RSG Investments, LLC ("RSG")) to
equity;
c. RSi must convert at least $800,000 of the RSG debt to
equity; and,"
3. Section 3 under the heading "GENERAL UNDERWRITING
GUIDELINES" of Exhibit A to the Program Agreement is hereby
amended to delete the reference "$1 million net worth" with
"$2 million net worth."
4. The following paragraph is added as a new Section 5 under
the heading "GENERAL UNDERWRITING GUIDELINES" of Exhibit A
to the Program Agreement:
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"During the term of this Agreement, RSi must maintain
working capital of at least $250,000 (determined on a
quarterly basis)."
5. The following paragraph is added as a new Section 6 under
the heading "GENERAL UNDERWRITING GUIDELINES" of Exhibit A
to the Program Agreement:
[***]
6. Section I of the Program Agreement is hereby amended to add
the following paragraph following the last paragraph of such
section:
"ALC shall not be obligated to fund any Lease Financing Loans
prior to January 1, 2000."
7. Section III.H of the Program Agreement is hereby amended to
replace the reference to "United States" with "United States
and/or Canada."
All other sections of, and cross-references in, the Program
Agreement shall be renumbered accordingly based upon the foregoing amendments.
This First Amendment sets forth the entire agreement between the
parties with respect to the matters set forth herein. Except as herein modified
or amended, the provisions, conditions and terms of the Program Agreement shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed on this 24th day of September, 1999.
AMRESCO Leasing Corporation ROOMSYSTEMS, INC.
By: /s/ William C. Cole By: /s/ Steven L. Sunyich
------------------------------------ ----------------------------------
William C. Cole Steven L. Sunyich
Vice President CEO & Chairman of the Board
ROOMSYSTEMS CORPORATION, dba
ROOMSYSTEMS FINANCE
By: /s/ Steven L. Sunyich By: /s/ Steven L. Sunyich
------------------------------------ ----------------------------------
Steven L. Sunyich Steven L. Sunyich
CEO, Chairman of the Board Individually
and President
*** Reflects portions of this document that have been omited and filed
separately with the Commission
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