CONSENT
This Consent, dated March 5, 1999 (the "Consent"), is executed by Xxxxxxxx
Savings Bank ("LSB") in favor of Unicore Software, Inc. a Massachusetts
corporation (the "Company"), Xxxxxx X. Xxxxxx and Xxxxx X. Xxxx (collectively,
the "Sellers"), and TouchStone Software Corporation, a Delaware corporation
("TouchStone").
WHEREAS, the Company, the Sellers and LSB are parties to those documents
listed on Exhibit A hereto (collectively, the "Loan Documents");
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WHEREAS, TouchStone and the Sellers are parties to an Agreement and Plan of
Acquisition (the "Acquisition Agreement"), dated March 5, 1999, pursuant to
which the Company will be merged (the "Merger") with and into a subsidiary of
TouchStone (the "Merger Sub"), with the Merger Sub as the surviving corporation;
WHEREAS, the Merger and the consummation of the transactions contemplated
thereby requires the consent of LSB pursuant to the terms of the Loan Documents
and the Company, the Sellers and TouchStone request the written consent of LSB
to the Merger; and
WHEREAS, TouchStone has agreed to replace the Sellers' collateral with
respect to the Loan Documents with substitute collateral in the form of a
Certificate of Deposit in the amount of $710,000.00 (the "Substitute
Collateral"), and the Sellers request that those collateral instruments listed
on Exhibit B (the "Sellers' Collateral Documents") be released by LSB to the
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Sellers and/or terminated, as applicable.
NOW, THEREFORE , in consideration of the Substitute Collateral, the
sufficiency of which is hereby acknowledged, LSB hereby agrees as follows:
1. Upon receipt of the Substitute Collateral, LSB consents to the Merger.
2. To the extent that the Merger conflicts with, results in a breach of,
constitutes a default under, results in the acceleration of any amounts due, or
creates in LSB the right to accelerate, terminate, modify or cancel any of the
Loan Documents, LSB waives such conflict, breach or default and waives any right
of acceleration, termination, modification or cancellation in connection with
the Merger upon receipt of the Substitute Collateral.
3. Upon receipt of the Substitute Collateral, LSB agrees to release and/or
terminate, as applicable, the Sellers' Collateral Documents and to execute a
discharge with respect to the Boxford Mortgage (as defined in Exhibit A) and the
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Haverhill Mortgage (as defined in Exhibit A).
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4. In all other respects, the Loan Documents shall remain in full force
and effect.
Executed as an instrument under seal as of the date first set forth above.
XXXXXXXX SAVINGS BANK
By:___________________________________
Name:
Title:
EXHIBIT A
Loan Documents
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A. Credit Agreements
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1. Loan Agreement, dated as of November 9, 1998 (the "LSB Loan
Agreement"), between the Company and LSB.
B. Promissory Notes
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1. Term Note, dated November 9, 1998 (the "Term Note"), issued by the
Company to LSB in the original principal amount of $625,000.00.
2. Promissory Note, dated November 9, 1998 (the "LSB Promissory Note"),
issued by the Company to LSB in the original principal amount of $100,000.00.
C. Other Agreements
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1. Year 2000 Compliance Agreement, dated November 9, 1998 (the "Year 2000
Agreement"), between the Company and LSB.
2. Trademark, Patent and Copyright Security Agreement, dated November 9,
1998 (the "Trademark Security Agreement"), between the Company and LSB.
3. Stock Pledge Agreement, dated as of November 9, 1998 (the "LSB Pledge
Agreement"), between Xxxxxx X. Xxxxxx and Xxxxx X. Xxxx, on the one hand, and
LSB, on the other hand.
4. Commercial Security Agreement, dated November 9, 1998 (the "LSB
Security Agreement").
5. Guaranty, dated November 9, 1998 (the "Xxxxxx Xxxxxx Guaranty"), of
Xxxxxx X. Xxxxxx in favor of LSB.
6. Guaranty, dated November 9, 1998 (the "Xxxxx Xxxx Guaranty"), of Xxxxx
Xxxx in favor of LSB.
7. Guaranty, dated November 9, 1998 (the "Xxxxxxxxx Xxxxxx Guaranty"), of
Xxxxxxxxx Xxxxxx in favor of LSB.
8. Mortgage and Security Agreement of Xxxxxx X. Xxxxxx and Xxxxxxxxx
Xxxxxx in favor of LSB, dated November 9, 1998 regarding land situated in
Boxford, Massachusetts (the "Boxford Mortgage").
9. Mortgage and Security Agreement of Xxxxxx X. Xxxxxx and Xxxxxxxxx
Xxxxxx in favor of LSB, dated November 9, 1998 regarding land situated in
Haverhill, Massachusetts (the "Haverhill Mortgage").
10. Assignment of Leases and Rents of Xxxxxx X. Xxxxxx in favor of LSB,
dated November 9, 1998 (the "Assignment of Leases").
11. Assignment of Life Insurance Policy of Xxxxxx X. Xxxxxx in favor of
LSB, dated November 9, 1998 (the "Life Insurance Assignment").
EXHIBIT B
Sellers' Collateral Documents
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1. Unicore Acquisition Corp. Stock Certificate No. 1, representing 80
shares of the Company's common stock issued to Xxxxxx X. Xxxxxx.
2. Unicore Acquisition Corp. Stock Certificate No. 2, representing 20
shares of the Company's common stock issued to Xxxxx X. Xxxx.
3. LSB Pledge Agreement
4. Xxxxxx Xxxxxx Guaranty
5. Xxxxx Xxxx Guaranty
4. Xxxxxxxxx Xxxxxx Guaranty
5. Boxford Mortgage
6. Haverhill Mortgage
7. Assignment of Leases
8. Life Insurance Assignment
