Common use of Statutory Notice - Oral Commitments Clause in Contracts

Statutory Notice - Oral Commitments. Nothing contained in the following notice shall be deemed to limit or modify the terms of this Agreement and the other Loan Documents: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED AND THAT IS IN ANY WAY RELATE TO THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS. TO PROTECT COMPANY AND EACH OTHER LOAN PARTY (BORROWER) AND ADMINISTRATIVE AGENT AND THE LENDER (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan Parties, oral or written, concerning the subject matter of the Loan Documents, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and thereby extinguished. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. CONCUR TECHNOLOGIES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxx Title: Chief Financial Officer LaSalle Bank National Association, as Administrative Agent, as Issuing Lender and as a sole Lender By: /s/ Xxx Xxxxxx Title: Sr. Vice President ANNEX A LENDERS AND PRO RATA SHARES Lender Revolving Commitment Amount Pro Rate Share*/ LaSalle Bank National Association $ 50,000,000.00 **/ 100.000000000 TOTALS $ 50,000,000.00 100. 000000000 % **/ Revolving Commitment Amount reduces as set forth in the Credit Agreement. Includes Swing Line Commitment Amount of $5,000,000 ANNEX B ADDRESSES FOR NOTICES CONCUR TECHNOLOGIES, INC. Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx, Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx, Chief Legal Officer Telephone: : (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Fenwick & West LLP 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 All Other Notices Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx, Rice & Xxxxxxxx, X.X. 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile (000) 000-0000 EXHIBIT A FORM OF NOTE , $ Chicago, Illinois The undersigned, for value received, promises to pay to the order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown in the records of the Administrative Agent), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. CONCUR TECHNOLOGIES, INC. By: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: LaSalle Bank National Association, as Administrative Agent Please refer to the Credit Agreement dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Concur Technologies, Inc. (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. If the terms of this Compliance Certificate are inconsistent with the terms and provisions of the Credit Agreement, then the terms and provisions of the Credit Agreement shall control and govern.

Statutory Notice - Oral Commitments. Nothing contained in the following notice shall be deemed to limit or modify the terms of this Agreement and the other Loan Documents: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED AND THAT IS IN ANY WAY RELATE TO THE CREDIT AGREEMENT AND THE LOAN DOCUMENTSENFORCEABLE. TO PROTECT COMPANY AND EACH OTHER LOAN PARTY (BORROWER) AND ADMINISTRATIVE AGENT AND THE LENDER LENDERS (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan Parties, oral or written, concerning the subject matter of the Loan Documents, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and thereby extinguished. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. CONCUR TECHNOLOGIESCENTENE CORPORATION, INC., a Delaware corporation as Company By: /s/ Xxxx X. Xxxxx X.Xxxxx Title: Chief Financial Officer LaSalle Bank National AssociationSenior Vice President and CFO Agreement LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender and as a sole Lender By: /s/ Xxx Xxxxxx X’Xxxxxxxxxxx Title: Sr. First Vice President NATIONAL CITY BANK OF THE MIDWEST, as a Lender By: /s/ Xxxxxxx X. Xxxxx Title: Vice President WACHOVIA BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxxx Title: Associate JPMORGAN CHASE BANK, as a Lender By: /s/ Xxxxxx Xxx Title: ANNEX A LENDERS AND PRO RATA SHARES Lender Revolving Commitment Amount Pro Rate Share*/ Rata Share LaSalle Bank National Association $ 50,000,000.00 **/ 100.000000000 45,000,000.00 45.00000 % National City Bank of the Midwest $ 25,000,000.00 25.00000 % Wachovia Bank, N.A. $ 15,000,000.00 15.00000 % JPMorgan Chase Bank $ 15,000,000.00 15.00000 TOTALS $ 50,000,000.00 100. 000000000 100,000,000.00 100.00000 % **/ Revolving Commitment Amount reduces as set forth in the Credit Agreement. Includes Swing Line Commitment Amount of $5,000,000 ANNEX B ADDRESSES FOR NOTICES CONCUR TECHNOLOGIESCENTENE CORPORATION 0000 Xxxxxxxxxx Xxxxxx, INC. Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx 000 Xxxxxxx, Xxxxxxxxxx Xxxxxxxx 00000 Attention: Xxxx Xxxxx X. Xxxxx, Chief Financial Officer Telephone: (000) -000-0000 Facsimile: (000) 000-0000 With a copy to: Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx, Chief Legal Officer Telephone: : (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Fenwick & West LLP 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 All Other Notices Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx, Rice & Xxxxxxxx, X.X. 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile (000) 000-0000 EXHIBIT A FORM OF NOTE , $ Chicago, Illinois The undersigned, for value received, promises to pay to the order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown in the records of the Administrative Agent), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. CONCUR TECHNOLOGIES, INC. By: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: LaSalle Bank National Association, as Administrative Agent Please refer to the Credit Agreement dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Concur Technologies, Inc. (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. If the terms of this Compliance Certificate are inconsistent with the terms and provisions of the Credit Agreement, then the terms and provisions of the Credit Agreement shall control and govern.

Statutory Notice - Oral Commitments. Nothing contained in the following notice shall be deemed to limit or modify the terms of this Agreement and the other Loan Documents: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED AND THAT IS IN ANY WAY RELATE TO THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS. TO PROTECT COMPANY AND EACH OTHER LOAN PARTY (BORROWER) AND ADMINISTRATIVE AGENT AND THE LENDER LENDERS (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. 1240807.08 Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan Parties, oral or written, concerning the subject matter of the Loan Documents, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and thereby extinguished. 1240807.08 The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. CONCUR TECHNOLOGIES, INC.CPI Corp., a Delaware corporation By: /s/ Xxxx X. Xxxxx Title: Chief Financial Officer LaSalle Bank National Association, as Administrative Agent, as Issuing Lender and as a sole Lender By: /s/ Xxx Xxxxxx Title: Sr. Vice President 1240807.08 ANNEX A LENDERS AND PRO RATA SHARES Lender Term Commitment Amount Revolving Commitment Amount Pro Rate Share*/ LaSalle Bank National Association $ 50,000,000.00 **/ $18,000,000 $25,000,000**/ 100.000000000 TOTALS $ 50,000,000.00 $18,000,000 $25,000,000 100. 000000000 000000000% **/ Revolving Commitment Amount reduces as set forth in the Credit Agreement. Includes Swing Line Commitment Amount of $5,000,000 1240807.08 ANNEX B ADDRESSES FOR NOTICES CONCUR TECHNOLOGIESCPI CORP. 1000 Xxxxxxxxxx Xxxxxx, INCXx. Concur TechnologiesXxxxx, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Mx. Xxxx XxxxxXxxxxxxx, Chief Financial Officer Treasurer Telephone: (000314) 000231-0000 1575 ext. 3310 Facsimile: (000) 000-0000 With a copy to: Concur TechnologiesCPI CORP. 1000 Xxxxxxxxxx Xxxxxx, Inc. 00000 Xx. Xxxxx, XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Mx. Xxxx XxxxxxxxXxxxx, Chief Legal Officer Assistant Treasurer Telephone: : (000314) 000231-0000 1575 ext. 4104 Facsimile: (000) 000-0000 With a And an additional copy to: Fenwick & West LLP 000 CPI CORP. 1000 Xxxxxxxxxx Xxxxxx Xxxxxxxx XxxxXxxxxx, Xx. Xxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Mx. Xxxx Xxxxxx, General Counsel Telephone: (000314) 000231-0000 1575 ext. 3323 Facsimile: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 All Other Notices Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx, Rice & Xxxxxxxx, X.X. 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile (000) 000-0000 EXHIBIT A FORM OF NOTE , $ Chicago, Illinois The undersigned, for value received, promises to pay to the order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown in the records of the Administrative Agent), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. CONCUR TECHNOLOGIES, INC. By: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: LaSalle Bank National Association, as Administrative Agent Please refer to the Credit Agreement dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Concur Technologies, Inc. (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. If the terms of this Compliance Certificate are inconsistent with the terms and provisions of the Credit Agreement, then the terms and provisions of the Credit Agreement shall control and govern.

Statutory Notice - Oral Commitments. Nothing The following is given pursuant to Section 432.045 of the Missouri Revised Statutes; nothing contained in the following such notice shall be deemed to limit or modify the terms of this Agreement and the other Loan Documents: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED AND THAT IS IN ANY WAY RELATE RELATED TO THE CREDIT AGREEMENT AND THE LOAN DOCUMENTSAGREEMENT. TO PROTECT COMPANY AND EACH OTHER LOAN PARTY YOU (BORROWERBORROWER(S)) AND ADMINISTRATIVE AGENT AND THE LENDER US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan Parties, oral or written, concerning the subject matter of the Loan Documents, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and thereby extinguished. The parties hereto have caused this Agreement Executed to be duly executed and delivered by their duly authorized officers as of effective on the date first set forth aboveabove written. CONCUR TECHNOLOGIESPUBLIC WATER SUPPLY DISTRICT NO. 1 OF NODAWAY COUNTY, MISSOURI, a Missouri public corporation, a Missouri public corporation By: Name: Title: STATE OF MISSOURI ) ) ss. COUNTY OF ) On this day of , 2020 before me, the undersigned, a Notary Public in and for said County and State, personally appeared , , of Public Water Supply District No. 1 of Nodaway County, Missouri, a Missouri public corporation, known to me to be the person(s) who executed the instrument within and who duly acknowledged execution of the same on behalf of said corporation. Witness my hand and Notarial Seal subscribed and affixed in said County and State, the day and year in this certificate above written. Notary Public EXHIBIT “A” TO DEED OF TRUST Legal Description [To be inserted prior to Closing] EXHIBIT C-1 Form of Security Agreement SECURITY AGREEMENT For value received, PUBLIC WATER SUPPLY DISTRICT NO. 1 OF NODAWAY COUNTY, MISSOURI, a Missouri public corporation (hereinafter referred to as “Debtor”), hereby grants to MIDDLE FORK WATER COMPANY, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxx Title: Chief Financial Officer LaSalle Bank National AssociationMissouri corporation, as Administrative Agent(hereinafter, as Issuing Lender together with its successors and as a sole Lender By: /s/ Xxx Xxxxxx Title: Sr. Vice President ANNEX A LENDERS AND PRO RATA SHARES Lender Revolving Commitment Amount Pro Rate Share*/ LaSalle Bank National Association $ 50,000,000.00 **/ 100.000000000 TOTALS $ 50,000,000.00 100. 000000000 % **/ Revolving Commitment Amount reduces as set forth in the Credit Agreement. Includes Swing Line Commitment Amount of $5,000,000 ANNEX B ADDRESSES FOR NOTICES CONCUR TECHNOLOGIES, INC. Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx, Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx, Chief Legal Officer Telephone: : (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Fenwick & West LLP 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 All Other Notices Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx, Rice & Xxxxxxxx, X.X. 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile (000) 000-0000 EXHIBIT A FORM OF NOTE , $ Chicago, Illinois The undersigned, for value received, promises to pay to the order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown in the records of the Administrative Agent), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to timeassigns, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. CONCUR TECHNOLOGIES, INC. By: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: LaSalle Bank National Association, as Administrative Agent Please refer to the Credit Agreement dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Concur Technologies, Inc. (the “CompanySecured Party”), various financial institutions a security interest in and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise collaterally assigns to Secured Party the Collateral (defined herein are used herein as defined below) in the Credit Agreement. If accordance with the terms of this Compliance Certificate are inconsistent with the terms and provisions of the Credit Security Agreement, then the terms and provisions of the Credit Agreement shall control and govern.

Statutory Notice - Oral Commitments. Nothing contained in the following notice shall be deemed to limit or modify the terms of this Agreement and the other Loan Documents: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED AND THAT IS IN ANY WAY RELATE TO THE AMENDED AND RESTATED CREDIT AGREEMENT AND THE LOAN DOCUMENTS. TO PROTECT COMPANY AND EACH OTHER LOAN PARTY (BORROWER) AND ADMINISTRATIVE AGENT AND THE LENDER (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan Parties, oral or written, concerning the subject matter of the Loan Documents, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and thereby extinguished. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. CONCUR TECHNOLOGIES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxx Xxxxxxxx Title: Chief Financial Legal Officer LaSalle Bank National AssociationLASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender Lender, and as a sole Lender By: /s/ Xxx Xxxxxx Xxxxx Xxxxx Ven Title: Sr. First Vice President ANNEX A LENDERS AND PRO RATA SHARES Lender Revolving Commitment Amount Pro Rate Share*/ LaSalle Bank National Association $ 50,000,000.00 70,000,000.00 **/ 100.000000000 100. 000000000 % TOTALS $ 50,000,000.00 70,000,000.00 100. 000000000 % **/ Revolving Commitment Amount reduces as set forth in the Amended and Restated Credit Agreement. Includes Swing Line Commitment Amount of $5,000,000 ANNEX B ADDRESSES FOR NOTICES CONCUR TECHNOLOGIES, INC. Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx, Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx, Chief Legal Officer Telephone: : (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Fenwick & West LLP 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 All Other Notices Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx, Rice & Xxxxxxxx, X.X. 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile (000) 000-0000 EXHIBIT A FORM OF NOTE , $ Chicago, Illinois The undersigned, for value received, promises to pay to the order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown in the records of the Administrative Agent), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. CONCUR TECHNOLOGIES, INC. By: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: LaSalle Bank National Association, as Administrative Agent Please refer to the Credit Agreement dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Concur Technologies, Inc. (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. If the terms of this Compliance Certificate are inconsistent with the terms and provisions of the Credit Agreement, then the terms and provisions of the Credit Agreement shall control and govern.

Statutory Notice - Oral Commitments. Nothing contained in the following notice shall be deemed to limit or modify the terms of this Agreement and the other Loan Documents: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED AND OR THAT IS IN ANY WAY RELATE TO THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS. TO PROTECT COMPANY AND EACH OTHER LOAN PARTY (BORROWER) AND ADMINISTRATIVE AGENT AND THE LENDER LENDERS (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan Parties, oral or written, concerning the subject matter of the Loan Documents, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and thereby extinguished. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. CONCUR TECHNOLOGIES, INC.CPI Corp., a Delaware corporation By: /s/ By:/s/Xxxx X. Xxxxx Title: Chief Financial Officer LaSalle Bank National Association, as Administrative Agent, as Issuing Lender and as a sole Lender By: /s/ Xxx Xxxxxx Title: Sr. Vice President ANNEX A LENDERS AND PRO RATA SHARES Lender Revolving Commitment Amount Pro Rate Share*/ LaSalle Bank National Association $ 50,000,000.00 **/ 100.000000000 TOTALS $ 50,000,000.00 100. 000000000 % **/ Revolving Commitment Amount reduces as set forth in the Credit Agreement. Includes Swing Line Commitment Amount of $5,000,000 ANNEX B ADDRESSES FOR NOTICES CONCUR TECHNOLOGIES, INC. Concur Technologies, Inc. 00000 XX ___________________________________ Xxxx Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx, Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx, Chief Legal Officer Telephone: : (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Fenwick & West LLP 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 All Other Notices Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx, Rice & Xxxxxxxx, X.X. 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile (000) 000-0000 EXHIBIT A FORM OF NOTE , $ Chicago, Illinois The undersigned, for value received, promises to pay to the order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown in the records of the Administrative Agent), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. CONCUR TECHNOLOGIES, INC. By: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: LaSalle Bank National Association, as Administrative Agent Please refer to the Credit Agreement dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Concur Technologies, Inc. (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. If the terms of this Compliance Certificate are inconsistent with the terms and provisions of the Credit Agreement, then the terms and provisions of the Credit Agreement shall control and govern.Treasurer 103

Statutory Notice - Oral Commitments. Nothing contained in the following notice shall be deemed to limit or modify the terms of this Agreement and the other Loan Documents: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED AND THAT IS IN ANY WAY RELATE TO THE CREDIT AGREEMENT AND THE LOAN DOCUMENTSENFORCEABLE. TO PROTECT COMPANY AND EACH OTHER LOAN PARTY (BORROWER) AND ADMINISTRATIVE AGENT AND THE LENDER (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan Parties, oral or written, concerning the subject matter of the Loan Documents, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and thereby extinguished. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. CONCUR TECHNOLOGIESHUTTIG BUILDING PRODUCTS, INC., a Delaware corporation . By: /s/ Xxxx X. Xxxxx Title: Vice President-Finance, Treasurer and Chief Financial Officer LaSalle Bank National AssociationLASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender and as a sole Lender By: /s/ Xxx Xxxxxx Title: Sr. Assistant Vice President GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: Title: XXXXXX TRUST & SAVINGS BANK, as a Lender By: Title: NATIONAL CITY BANK OF THE MIDWEST, as a Lender By: Title: FIRST BANK, as a Lender By: Title: CHARTER ONE BANK, N.A., as a Lender By: Title: FIFTH THIRD BANK (SOUTHERN INDIANA), as a Lender By: Title: ANNEX A LENDERS AND PRO RATA SHARES Lender Revolving Commitment Amount Pro Rate Share*/ LaSalle Bank National Association $ 50,000,000.00 **/ 100.000000000 TOTALS $ 50,000,000.00 100. 000000000 % **/ Revolving Commitment Amount reduces as set forth in the Credit Agreement. Includes Swing Line Commitment Amount of $5,000,000 ANNEX B ADDRESSES FOR NOTICES CONCUR TECHNOLOGIES, INC. Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx, Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Concur Technologies, Inc. 00000 XX Xxxxx Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx, Chief Legal Officer Telephone: : (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Fenwick & West LLP 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 All Other Notices Xxx Xxxxx Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx, Rice & Xxxxxxxx, X.X. 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Facsimile (000) 000-0000 EXHIBIT A FORM OF NOTE , $ Chicago, Illinois The undersigned, for value received, promises to pay to the order of (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown in the records of the Administrative Agent), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. CONCUR TECHNOLOGIES, INC. By: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: LaSalle Bank National Association, as Administrative Agent Please refer to the Credit Agreement dated as of June 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Concur Technologies, Inc. (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. If the terms of this Compliance Certificate are inconsistent with the terms and provisions of the Credit Agreement, then the terms and provisions of the Credit Agreement shall control and govern.