Exhibit 10.2


 


SIXTH AMENDMENT TO 


REVOLVING CREDIT AND SECURITY AGREEMENT


 


This Sixth Amendment
to Revolving Credit and Security Agreement (the “Amendment”) is
made as of this 10th day of April, 2015 by and among Palm
Coast Data Holdco, Inc., a corporation organized under the laws of the State of Delaware (“Palm Holding”),
Kable Staffing Resources LLC, a limited liability company organized under
the laws of the State of Delaware (“Kable Staffing”), Palm Coast Data
LLC, a limited liability company organized under the laws of the State of Delaware (“Palm Coast”),
and Fulcircle Media, LLC, a Delaware limited liability company (“FulCircle”
and, together with Palm Holding, Kable Staffing, Palm Coast, and any other Person joined as a borrower to the Loan Agreement (as
defined below) from time to time, collectively, the “Borrowers”, and each a “Borrower”),
the financial institutions which are now or which hereafter become a party to the Loan Agreement (collectively, the “Lenders”
and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent
for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.


 


BACKGROUND


 


A.           On
May 13, 2010, Borrowers and PNC as a Lender and Agent entered into that certain Revolving Credit and Security Agreement (as same
has been or may be amended, restated, modified, renewed, extended, replaced or substituted from time to time, including, without
limitation, as amended by certain modifications and/or waivers contained in that certain (i) Consent Letter dated September 27,
2010, (ii) Consent Letter dated December 29, 2011, (iii) Waiver and Amendment dated July 18, 2012, (iv) First Amendment to Revolving
Credit and Security Agreement dated as of October 1, 2012, (v) Second Amendment and Joinder to Revolving Credit and Security Agreement
dated as of December 31, 2012, (vi) Third Amendment to Revolving Credit and Security Agreement dated as of March 29, 2013, (v)
Fourth Amendment to Revolving Credit and Security Agreement dated as of June 11, 2014, and (vi) Fifth Amendment to Revolving Credit
and Security Agreement dated as of February 9, 2015, the “Loan Agreement”) to reflect certain financing arrangements
between the parties thereto. The Loan Agreement and all other documents executed in connection therewith to the date hereof are
collectively referred to as the “Existing Financing Agreements.” All capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Loan Agreement.


 


B.           Borrowers
have informed Agent and Lenders that Borrowers intend to enter into an Asset Purchase Agreement dated as of even date herewith
(the “Purchase Agreement”) with TSJ Staffing, LLC, as buyer (“Buyer”) and Kable Staffing,
as seller, in which Buyer will acquire the Assets (as defined therein) which are used by Kable Staffing in the operation of its
temporary staffing business for consideration that includes a purchase price equal to $250,000 in cash (collectively, the “Sale”).


 


C.           Borrowers
have requested that Agent and Lenders (i) consent to the Sale, (ii) remove Kable Staffing as a Borrower under the Loan Agreement
and other Existing Financing Agreements, and (iii) modify certain definitions, terms and conditions in the Loan Agreement, and
Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.


 






    	 



    	 



    




 


NOW THEREFORE, with
the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending
to be legally bound, promise and agree as follows:


 


Section
1              Consent. 


 


(a)          In
reliance upon the documentation and information provided to Agent in connection with the Sale, and notwithstanding anything to
the contrary contained in the Loan Agreement, including without limitation Sections 4.3, 7.1(b), and 10.15 of the Loan Agreement,
or any other Existing Financing Agreement, upon the Effective Date, Agent and Lenders hereby consent to the Sale. Upon the effectiveness
of this Amendment, Kable Staffing shall be removed as a Borrower under the Loan Agreement and other Existing Financing Agreements,
and Palm Coast, Palm Holding, and FulCircle shall remain as Borrowers under the Loan Agreement and other Existing Financing Agreements.


 


(b)          This
consent shall be effective only as to the items set forth in the preceding paragraph. This consent shall not be deemed to constitute
a consent to the breach by Borrowers of any covenants or agreements contained in any Existing Financing Agreement with respect
to any other transaction or matter. Borrowers agree that the consent set forth in the preceding paragraph (a) shall be limited
to the precise meaning of the words as written therein and shall not be deemed (i) to be a consent to, or any waiver or modification
of, any other term or condition of any Existing Financing Agreement, or (ii) to prejudice any right or remedy that Agent or Lenders
may now have or may in the future have under or in connection with any Existing Financing Agreement other than with respect to
the matters for which the consent in the preceding paragraph (a) has been provided. Other than as described in this Amendment,
the consent described in the preceding paragraph (a) shall not alter, affect, release or prejudice in any way any Obligations under
the Existing Financing Agreements. This consent shall not be construed as establishing a course of conduct on the part of Agent
or Lenders upon which the Borrowers may rely at any time in the future. Borrowers expressly waive any right to assert any claim
to such effect at any time.


 


Section
2              Amendments to Loan Agreement 


 


(a)           Definitions.
On the Effective Date, the following definitions contained in Section 1.2 of the Loan Agreement shall be amended and restated in
their entirety as follows:


 


“Maximum Loan Amount” shall mean
$5,000,000.


 


“Maximum Revolving Advance Amount”
shall mean $5,000,000.


 


(b)          Term.
On the Effective Date, Section 13.1 of the Loan Agreement shall be amended and restated in its entirety as follows:


 


13.1         Term.
This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of
each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until
August 12, 2015 (the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement
at any time upon sixty (60) days’ prior written notice upon payment in full of the Obligations. In the event the Obligations
are prepaid in full prior to the expiration of the Term and this Agreement is terminated, Borrowers shall pay to Agent for the
benefit of Lenders an early termination fee in an amount equal to one percent (1%) of the Maximum Loan Amount.


 






    	-2-



    	 



    




 


Section 3              Representations, Warranties
and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders
that:


 


(a)          such
Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing
Financing Agreements and confirms that after giving effect to this Amendment all are true and correct in all material respects
as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in
which case such representations and warranties were true and correct in all material respects on and as of such other specific
date);


 


(b)          from
and after the Effective Date, such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby),
covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan
Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;


 


(c)          no
Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;


 


(d)          such
Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the A&R Note,
that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that
the officer executing this Amendment on its behalf was similarly authorized and empowered, and that this Amendment does not contravene
any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as
applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound;


 


(e)          this
Amendment, the A&R Note, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith,
are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any
applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally; and


 


(f)          all
intercompany balances payable to Kable Staffing from any other Borrower have been offset, released, or paid in full, and all Advances
relating to Kable Staffing, have been paid in full.


 


Section 4             Conditions Precedent/Effectiveness
Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent
(the “Effective Date”) (all documents to be in form and substance reasonably satisfactory to Agent and Agent’s
counsel):


 


(a)          Agent
shall have received this Amendment fully executed by the Borrowers;


 






    	-3-



    	 



    




 


(b)          Agent
shall have received an Amended and Restated Revolving Credit Note in the original principal amount of $5,000,000, executed by Palm
Coast, FulCircle, and Palm Holding in favor of PNC (the “A&R Note”);


 


(c)          Payment
by Borrowers to Agent, in immediately available funds of an amendment fee in an amount equal to $5,000, which amendment fee shall
be fully earned by Agent and non-refundable upon the effectiveness of this Amendment;


 


(d)          Agent
shall have received fully executed copies of the Purchase Agreement and related documents, instruments, and agreements;


 


(e)          Agent
shall have received an amended and restated version of the ARIC Note in which the maturity date under such note is extended to
a date which is not less than ninety (90) days beyond the end of the Term;


 


(f)          Borrowers
shall have provided evidence satisfactory to Agent that all intercompany balances payable to Kable Staffing from any other Borrower
have been offset, released, or paid in full, and all Advances relating to Kable Staffing, have been paid in full;


 


(g)          All
documents, instruments and information required to be delivered hereunder shall be in form and substance reasonably satisfactory
to Agent and Agent’s counsel;


 


(h)          Agent
shall have received such other documents as Agent or counsel to Agent may reasonably request; and


 


(i)          No
Default or Event of Default shall have occurred and be continuing, both prior and after giving effect to the terms of this Amendment.


  


Section 5              Further Assurances.
Each Borrower hereby agrees to take all such actions and to execute and/or deliver to Agent and Lenders all such documents, assignments,
financing statements and other documents, as Agent and Lenders may reasonably require from time to time, to effectuate and implement
the purposes of this Amendment.


 


Section 6             Payment of Expenses.
Borrowers shall pay or reimburse Agent and Lenders for their reasonable attorneys’ fees and expenses in connection with the
preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.


 


Section 7             Reaffirmation of Loan
Agreement. Except as modified by the terms hereof, all of the terms and conditions of the Loan Agreement, as amended, and
all other Existing Financing Agreements are hereby reaffirmed and shall continue in full force and effect as therein written.


 


Section 8              Reaffirmation of Subordination
Agreement. By execution of this Amendment, ARIC hereby acknowledges the terms of this Amendment and confirms that the terms
and conditions of the Amended and Restated Subordination Agreement dated as of October 1, 2012, as amended, restated, supplemented,
or modified from time to time, are hereby reaffirmed and shall continue in full force and effect as therein written.


 


Section 9             Security Interest.
As security for the payment and performance of the Obligations, and satisfaction by the Borrowers of all covenants and undertakings
contained in the Loan Agreement and the other Existing Financing Agreements, each of Palm Coast, FulCircle, and Palm Holding reconfirms
the prior grant of the security interest in and first priority, perfected lien in favor of Agent for its benefit and the ratable
benefit of each Lender, upon and to, all of its right, title and interest in and to the Collateral, whether now owned or hereafter
acquired, created or arising and wherever located. 


 






    	-4-



    	 



    




 


Section 10       Confirmation of Indebtedness.
Borrowers confirm and acknowledge that as of April 9, 2015, Borrowers were indebted to Lenders for the Advances under the Loan
Agreement without any deduction, defense, setoff, claim or counterclaim, of any nature, in the aggregate principal amount of $0
due on account of Revolving Advances, and $0 on account of undrawn Letters of Credit, plus all fees, costs and expenses incurred
to date in connection with the Loan Agreement and the Other Documents.


 


Section
11          Miscellaneous


 


(a)          Third
Party Rights. No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental
beneficiary.


 


(b)          Headings.
The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.


 


(c)          Modifications.
No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf
of the party against whom enforcement is sought.


 


(d)          Governing
Law. The terms and conditions of this Amendment shall be governed by the laws of the Commonwealth of Pennsylvania without regard
to provisions of conflicts of law.


 


(e)          Counterparts.
This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so
executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered
by a party by facsimile or pdf transmission shall be deemed to be an original signature hereto.


 




    	-5-



    	 



    


  


IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above
written.


 


	PALM COAST DATA HOLDCO, INC.	 
	PALM COAST DATA LLC	 
	FULCIRCLE MEDIA, LLC	 
	KABLE STAFFING RESOURCES LLC	 


  


	By:	 	/s/ Peter M. Pizza
	Name:	 	Peter M. Pizza
	Title:	 	Vice President


 


SUBORDINATED LENDER:


 


American Republic
Investment Co.


 


	By:          	 	 /s/ Peter M. Pizza
	Name:	 	Peter M. Pizza
	Title:	 	Vice President


 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT]


S-1


 






    	 



    	 



    




 


	 	 	PNC BANK, NATIONAL ASSOCIATION,
	 	 	as Lender and as Agent


 


	 	By:	 	 	/s/ Jacqueline MacKenzie
	 	Name:	 	 	Jacqueline MacKenzie
	 	Title:	 	 	Vice President


 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT]


S-2