exv10w6



 





EXHIBIT 10.6




SECOND AMENDMENT AND WAIVER

TO




AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

(Guaranteed Line)




     This Second Amendment and Waiver to Amended and Restated Loan and Security Agreement is
entered into as of February 28, 2008 (the “Amendment”), by and between COMERICA BANK (“Bank”),
ALLIANCE CONSULTING GROUP ASSOCIATES, INC. (“Consulting”) and ALLIANCE HOLDINGS, INC., (“Holdings”;
Consulting and Holdings are referred to herein individually as a “Borrower” and collectively, the
“Borrowers”).



RECITALS




     Borrowers and Bank are parties to that certain Amended and Restated Loan and Security
Agreement dated as of February 28, 2007, as amended by that certain First Amendment and Waiver to
Amended and Restated Loan and Security Agreement dated as of May 2, 2007, and as amended by those
certain Waivers to Amended and Restated Loan and Security Agreement dated as of August 1, 2007 and
October 31, 2007 (collectively, the “Agreement”). The parties desire to amend the Agreement in
accordance with the terms of this Amendment.



     NOW, THEREFORE, the parties agree as follows:



     1. The following defined terms are amended to read as follows:



         “Revolving Maturity Date” means February 25, 2009.



     2. The following defined terms are added to the Agreement to read as follows:




     “Consolidated Net Income (or Deficit)” means the consolidated net income (or deficit)
of any Person and its Subsidiaries, after deduction of all expenses, taxes, and other proper
charges, determined in accordance with GAAP, after eliminating therefrom all extraordinary
nonrecurring items of income.




     “Consolidated Total Interest Expense” means with respect to any Person for any period,
the aggregate amount of interest required to be paid or accrued by a Person and its
Subsidiaries during such period on all Indebtedness of such Person and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or is required
to be reflected as an item of expense or capitalized, including payments consisting of
interest in respect of any capitalized lease or any synthetic lease, and including
commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or
expenses in connection with the borrowing of money.




     “EBITDA” means with respect to any fiscal period an amount equal to the sum of (a)
Consolidated Net Income of the Borrowers and their Subsidiaries for such fiscal period, plus
(b) in each case to the extent deducted in the calculation of the Borrowers’ Consolidated
Net Income and without duplication, (i) depreciation and amortization for such period, plus
(ii) income tax expense for such period, plus (iii) Consolidated Total Interest Expense paid
or accrued during such period, plus (iv) non-cash expense associated with granting stock
options, and minus, to the extent added in computing Consolidated Net Income, and without
duplication, all extraordinary and non-recurring revenue and gains (including income tax
benefits) for such period, all as determined in accordance with GAAP.



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     3. Section 6.8 of the Agreement is amended and restated in its entirety to read as follows:




 6.8 EBITDA. An EBITDA, on a trailing three (3) month basis, as indicated
for the months set forth below;



	 	 	 	 	 
	Date of Measurement	 	EBITDA
	Three Months ended 03/31/08

	 	$	(560,000	)
	Three Months ended 04/30/08

	 	$	(60,000	)
	Three Months ended 05/31/08

	 	$	145,000	 
	Three Months ended 06/30/08

	 	$	265,000	 
	Three Months ended 07/31/08

	 	$	350,000	 
	Three Months ended 08/31/08

	 	$	465,000	 
	Three Months ended 09/30/08

	 	$	715,000	 
	Three Months ended 10/31/08

	 	$	825,000	 
	Three Months ended 11/30/08

	 	$	900,000	 
	Three Months ended 12/31/08

	 	$	735,000	 






     Thereafter to be determined by Bank based on Borrowers’ Fiscal Year 2009 Plan.



     4. Section 6.9 of the Agreement is amended and restated in its entirety to read as follows:




 6.9 Minimum Cash/Excess Billed Eligible Accounts. Borrowers shall maintain
at all times, on a consolidated basis, measured on Friday of each week, a balance of
Cash at Bank and Cash at Bank’s Affiliates covered by a control agreement plus
excess billed Eligible Accounts of not less than $1,500,000.



     5. Bank waives Borrowers’ failure to comply with Sections 6.8 (Profitability) and 6.9 (Current
Ratio) of the Agreement for the months ended October 31, 2007; November 30, 2007; December 31,
2007; and January 31, 2008.



     6. The Compliance Certificate is revised to be in substantially the form of attached Exhibit
D.



     7. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall be and remains in full force and
effect in accordance with its terms and hereby is ratified and confirmed in all respects. Except
as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not
operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the
Agreement, as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the
continuing effectiveness of all instruments, documents and agreements entered into in connection
with the Agreement.



     8. Except as set forth in the Schedule of Exceptions originally provided by Borrowers to Bank
in connection with the Agreement and any updated Schedule of Exceptions provided by Borrowers to
Bank, each Borrower represents and warrants that the representations and warranties contained in
the Agreement are true and correct as of the date of this Amendment, and that no Event of Default
has occurred and is continuing.



     9. Borrowers are parties to certain documents, instruments and/or agreements (collectively,
the “Documents”) with or between the undersigned and Comerica Bank, a Michigan banking corporation
(the “Merged Bank”). The Merged Bank has merged with and into Comerica Bank, a Texas banking
association (the “Surviving Bank”). Borrowers hereby acknowledge and agree that any reference in
the Documents to Comerica Bank shall mean Comerica Bank, a Texas banking association, as successor
by merger to the Merged Bank.



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     10. 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.



     11. As a condition to the effectiveness of this Amendment, Bank shall have received, in form
and substance satisfactory to Bank, the following:



          (a) this Amendment, duly executed by Borrowers;




          (b) a renewal fee equal to $15,000 plus an amount equal to all Bank Expenses incurred through
the date of this Amendment;




          (c) Affirmation of Subordination (Safeguard Scientifics, Inc.);




          (d) Affirmation of Guaranty (Safeguard Delaware, Inc./Safeguard Scientifics (Delaware), Inc.);
and




          (e) such other documents, and completion of such other matters, as Bank may reasonably deem
necessary or appropriate.




[SIGNATURE PAGE FOLLOWS.]




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



	 	 	 	 	 
	 	ALLIANCE HOLDINGS, INC.

 	 
	 	By:  	/s/ James Short
 	 
	 	Title: 	   Signer	 
	 	  	
 	 
	 	 	 	 
	 
	 	ALLIANCE CONSULTING GROUP ASSOCIATES, INC.

 	 
	 	By:  	/s/ James Short
 	 
	 	Title: 	 Vice President, Finance 	 
	 	  	
 	 
	 	 	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Peter Bendoris
 	 
	 	Title: 	 Vice President 	 
	 	  	
 	 
	 	 	 	 
	 




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