Exhibit 10.14 Fourth Amendment to Loan and Security Agreement
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Fourth Amendment to Loan and Security Agreement ("AMENDMENT") is
entered into as of this 30th day of September, 1998, between Delphi Information
Systems, Inc. ("BORROWER") and Coast Business Credit(R), a division of Southern
Pacific Bank ("COAST") in reference to that certain Loan and Security Agreement
between Borrower and Coast dated January 8, 1997, as amended ("LOAN AGREEMENt").
The parties desire that the Loan Agreement be modified as follows:
1. AMENDMENT. Sub paragraph 1(a) of the Schedule to the Loan
Agreement ("SCHEDULE") is hereby deleted and the following is
substituted therefor:
"(a) Loans ("the Receivable Loans") not to exceed the
following amounts:
(i) from October 1, 1998 though December 31, 1998, two
and one-half (2 1/2) times "Monthly Collections,"
which shall be defined as the rolling 12-month moving
average of Borrower's monthly collections (excluding
extraordinary cash receipts);
(ii) from January 1, 1999 through March 31, 1999, two (2)
times Monthly Collections:
(iii) from April 1, 1999 and thereafter with respect to
recurring collections, one (1) times Monthly
Collections and with respect to non-recurring
collections, 75% of the amount of Borrower's Eligible
Receivables (as defined in Section 8 above)."
2. NOTIFICATIONS. Borrower agrees to notify Coast in writing
within two (2) days after the cancellation or termination of
any xx.xxxxxx contract. Borrower agrees to advise Coast in
writing at the beginning of each calendar quarter of the
status of the xx.xxxxxx contracts.
3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment is subject to the condition that Coast shall have
received each of the following:
a. This Amendment, duly executed and delivered by each
party hereto.
b. Such other documents, instruments, approvals or
opinions as Coast may reasonably request.
4. FACILITY MODIFICATION FEE. In addition to all other fees and
charges, Borrower hereby agrees to pay Coast a facility
modification fee of $50,000, fully earned and payable on the
date hereof.
5. REAFFIRMATION. Except as amended by terms herein, the Loan
Agreement remains in full force and effect. If there is any
conflict between the terms and provisions
of this Amendment and the terms and provisions of the Loan
Agreement, the terms and provisions of this Amendment
shall govern.
6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts.
7. GOVERNING LAW. This Amendment shall be governed by the laws
of the State of California.
8. ATTORNEYS' FEES. If any action or proceeding shall be
commenced at any time by any party to this Amendment to
enforce, interpret or otherwise concerning the terms herein,
the prevailing party in such action shall be entitled to the
reimbursement of its costs and reasonable attorneys' fees.
EACH OF THE PARTIES HERETO WAIVES THE TRAIL BY JURY IN
CONNECTION WITH ANY ACTION DESCRIBED IN THE PRECEDING
SENTENCE. In addition to all other fees and charges, Borrower
shall reimburse Coast, upon demand, for all attorneys' fees
and costs incurred in connection with the negotiation,
documentation and closing of this Amendment.
"Coast" "Borrower"
COAST BUSINESS CREDIT, DELPHI INFORMATION SYSTEMS, INC.
A DIVISION OF SOUTHERN
PACIFIC BANK By: ________________________________
Its: ________________________________
By: _________________________
Its: ________________________
