exv10w19w2



 






EXHIBIT 10.19.2




FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT



This First Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of
December 12, 2003, by and between COMERICA BANK (“Bank”) and ALLIANCE CONSULTING GROUP ASSOCIATES,
INC. and ALLIANCE HOLDINGS, INC. (individually, a “Borrower” and collectively, the “Borrowers”).




RECITALS




     Borrowers and Bank are parties to that certain Loan and Security Agreement dated as of
September 25, 2003 (as amended from time to time, together with any related agreements, the
“Agreement”). Hereinafter, all indebtedness owing by Borrowers to Bank shall be referred to as the
“Indebtedness.” The parties desire to amend the Agreement in accordance with the terms of this
Amendment.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



AGREEMENT





	I.  	Incorporation by Reference. The Recitals and the documents referred to therein are
incorporated herein by this reference. Except as otherwise noted, the terms not defined
herein shall have the meaning set forth in the Agreement.






	II.  	Amendment to the Agreement. Subject to the satisfaction of the conditions precedent
as set forth in Article IV hereof, the Agreement is hereby amended as set forth below.






	 	A.  	A new definition of “ACH Sublimit” is hereby alphabetically added to Section
1.1 of the Agreement to read as follows:






	 	   	““ACH Sublimit” means a sublimit for Automated Clearing House transactions under the
Revolving Line not to exceed $75,000.”






	 	B.  	A new subsection (e) is hereby added to the definition of “Indebtedness” in
Section 1.1 of the Agreement to read as follows:






	 	   	“and (e) all obligations arising under the Foreign Exchange Reserve and the ACH
Sublimit.”






	 	C.  	The first sentence of subsection 2.1(a)(i) of the Agreement is hereby amended
and restated in its entirety to read as follows:






	 	   	“Subject to and upon the terms and conditions of this Agreement, Borrowers may
request Advances in an aggregate outstanding amount not to exceed the lesser of the
Revolving Line or the Borrowing Base, minus, in each case, the Foreign
Exchange Reserve and the ACH Sublimit.”






	 	D.  	A new subsection (c) is hereby added to Section 2.1 of the Agreement to read as
follows:






	 	   	“(c) ACH Sublimit. Subject to the terms and conditions of this Agreement,
Borrower may request ACH origination services by delivering to Bank a duly executed
ACH application on Bank’s standard form; provided, however, that the total amount of
the ACH processing reserves shall not exceed, and availability under the Revolving
Line shall be reduced by, the ACH





 









 






	 	   	Sublimit. In addition, Bank may, in its sole discretion, charge as Advances any amounts that
become due or owing to Bank in connection with the ACH services. If Borrower has
not secured to Bank’s satisfaction its obligations with respect to any ACH
origination services by the Revolving Maturity Date, then, effective as of such
date, the balance in any deposit accounts held by Bank and the certificates of
deposit issued by Bank in Borrower’s name (and any interest paid thereon or proceeds
thereof, including any amounts payable upon the maturity or liquidation of such
certificates), shall automatically secure such obligations to the extent of the then
outstanding ACH origination services. Borrower authorizes Bank to hold such
balances in pledge and to decline to honor any drafts thereon or any requests by
Borrower or any other Person to pay or otherwise transfer any part of such balances
for so long as the ACH origination services continue.”






	III.  	Legal Effect.






	 	A.  	The Agreement is hereby amended wherever necessary to reflect the changes described above.






	 	B.  	Borrower agrees that it has no defenses against the obligations to pay any
amounts under the Indebtedness.






	 	C.  	Borrower understands and agrees that in modifying the existing Indebtedness,
Bank is relying upon Borrower’s representations, warranties, and agreements, as set
forth in the Agreement. Except as expressly modified pursuant to this Amendment, the
terms of the Agreement remain unchanged, and in full force and effect. Bank’s
agreement to modifications to the existing Indebtedness pursuant to this Amendment in
no way shall obligate Bank to make any future modifications to the Indebtedness.
Nothing in this Amendment shall constitute a satisfaction of the Indebtedness. It is
the intention of Bank and Borrower to retain as liable parties, all makers and
endorsers of Agreement, unless the party is expressly released by Bank in writing. No
maker, endorser, or guarantor will be released by virtue of this Amendment. The terms
of this paragraph apply not only to this Amendment, but also to all subsequent loan
modification requests.






	 	D.  	This Amendment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one instrument.






	 	E.  	This is an integrated Amendment and supersedes all prior negotiations and
agreements regarding the subject matter hereof. All modifications hereto must be in
writing and signed by the parties.






	IV.  	Conditions Precedent. Except as specifically set forth in this Amendment, all of the
terms and conditions of the Agreement remain in full force and effect. The effectiveness of
this Agreement is conditioned upon receipt by Bank of this Amendment, and any other documents
which Bank may require to carry out the terms hereof, including but not limited to the
following:






	 	A.  	This Amendment, duly executed by Borrower;






	 	B.  	A legal fee from the Borrower in the amount of $250; and






	 	C.  	Such other documents, and completion of such other matters, as Bank
may reasonably deem necessary or appropriate.




IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above
written.




 









 








	 	 	 	 	 	 	 
	ALLIANCE CONSULTING GROUP ASSOCIATES, INC.	 	COMERICA BANK
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Stephanie Cohen
	 	By:
	 	/s/ Brian Anderson
	

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	CFO
	 	Title:
	 	FLO
	

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ALLIANCE HOLDINGS, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Stephanie Cohen	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Authorized Corporate Signer