MODIFICATION NUMBER TWO
TO THE PROMISSORY NOTE
Policy Management Systems Corporation
Xxx XXXX Xxxxxx
Xxxxxxxxxx, XX, Xxxxx Xxxxxxxx 00000
(Individually and collectively, "Borrower")
First Union National Bank
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
(Hereinafter referred to as the "Bank")
THIS AGREEMENT is entered into as of October 28, 1999 by and between Bank and
Borrower.
RECITALS
Bank is the holder of a Promissory Note executed and delivered by Borrower,
dated July 21, 1999, in the original principal amount of $40,000,000 (the
"Note"); and
Borrower and Bank have agreed to modify the terms of the Promissory Note.
In consideration of Bank's continued extension of credit and the agreements
contained herein, the parties agree as follows:
AGREEMENT
ACKNOWLEDGEMENT OF BALANCE. Borrower acknowledges that the most recent
Commercial Loan Invoice sent to Borrower with respect to the obligations under
the Note is correct.
MODIFICATIONS.
1. The Note is hereby modified by deleting the provisions in the Note
establishing the repayment terms and substituting the following in their place
and stead:
REPAYMENT TERMS. The Note shall be due and payable in full, including all
principal and accrued interest, on November 5, 1999.
ACKNOWLEDGMENTS. Borrower acknowledges and represents that the Note, as hereby
amended, is in full force and effect without any defense, counterclaim, right or
claim or set-off; that, after giving effect to this Agreement, no default or
event that with the passage of time or giving of notice would constitute a
default under the Note has occurred; that all representations and warranties
contained in the Note are true and correct as of this date; that Borrower has
taken all necessary action to authorize the execution and delivery of this
Agreement; and that this Agreement is a modification of an existing obligation
and is not a novation.
MISCELLANEOUS. This Agreement shall be construed in accordance with and
governed by the laws of the applicable state as originally provided in the Note,
without reference to that state's conflicts of law principles. This Agreement
and the Note constitute the sole agreement of the parties with respect to the
subject matter thereof and supersede all oral negotiations and prior writings
with respect to the subject matter thereof. No amendment of this Agreement, and
no waiver of any one or more of the provisions hereof shall be effective unless
set forth in writing and signed by the parties hereto. The illegality,
unenforceability or inconsistency of any provision of this Agreement shall not
in any way affect or impair the legality, enforceability or consistency of the
remaining provisions of this Agreement or the Note. This Agreement and the Note
are intended to be consistent. However, in the event of any inconsistencies
among this Agreement and Note, the terms of this Agreement, and then the Note,
shall control. This Agreement may be executed in any number of counterparts and
by the different parties on separate counterparts. Each such counterpart shall
be deemed an original, but all such counterparts shall together constitute one
and the same agreement. Terms used in this Agreement which are capitalized and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Note.
IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the
day and year first above written.
Policy Management Systems Corporation
Taxpayer Identification Number: ___-___________
CORPORATE By:/s/____________________________________
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SEAL __________ President
First Union National Bank
CORPORATE By:/s/_______________________________________
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SEAL Title:______________________
