Overadvance Waiver Letter Agreement between Laurus Master Fund, Ltd. and Conversion Services International, Inc. (July 28, 2005)

Summary

This agreement is between Laurus Master Fund, Ltd. and Conversion Services International, Inc. (including its subsidiaries). Laurus agrees to provide a loan to the company that exceeds the usual borrowing limit by $2,700,000. For 365 days, Laurus waives certain repayment and default requirements related to this overadvance, and the higher interest rate for overadvances will not apply. All other terms of the original security agreement remain unchanged. The agreement is governed by New York law and can only be amended in writing by both parties.

EX-10.6 8 v022921_ex10-6.txt Exhibit 10.6 July 28, 2005 Conversion Services International, Inc. 100 Eagle Rock Avenue East Hanover, New Jersey 07936 Attention: Chief Financial Officer Re: Overadvance Letter Ladies and Gentleman: Reference is hereby made to that certain Security Agreement dated as of August 16, 2004 by and among CONVERSION SERVICES INTERNATIONAL, INC., a Delaware ("CSII"), such other subsidiaries of CSII named in that certain Security Agreement or which hereafter become a party thereto (collectively, the "Company") and Laurus Master Fund, Ltd. ("Laurus") (as amended, modified or supplemented from time to time, the "Security Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Laurus is hereby notifying you of its decision to exercise the discretion granted to it pursuant to Section 2(a)(ii) of the Security Agreement to make a Loan to the Company in excess of the Formula Amount in effect on the date hereof in an aggregate principal amount equal to $2,700,000 (the "Overadvance"). In connection with making the Overadvance, for a period of three hundred and sixty five (365) days from the date hereof (the "Period"), Laurus hereby waives compliance with Section 3 of the Security Agreement, but solely as such provision relates to the immediate repayment requirement for Overadvances. Laurus further agrees that solely for such Period (but not thereafter), (i) the Overadvance shall not trigger an Event of Default under Section 19(a) of the Security Agreement, and (ii) the Overadvance rate set forth in Section 5(b)(iii) of the Security Agreement (the "Overadvance Rate") shall not apply. All other terms and provisions of the Security Agreement and the Ancillary Agreements remain in full force and effect. This letter may not be amended or waived except by an instrument in writing signed by the Company and Laurus. This letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter sets forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with respect to the matters herein. If the foregoing meets with your approval please signify your acceptance of the terms hereof by signing below. LAURUS MASTER FUND, LTD. By: /s/ David Grin David Grin Director Agreed and accepted on the date hereof CONVERSION SERVICES INTERNATIONAL, INC. By: /s/ Scott Newman Name: Scott Newman Title: President DeLeeuw Associates, LLC By: /s/ Scott Newman Name: Scott Newman Title: CEO CSI Sub Corp By: /s/ Scott Newman Name: Scott Newman Title: President McKnight Associates, Inc. By: /s/ Scott Newman Name: Scott Newman Title: President