WAIVER
THIS WAIVER (this "Waiver") is entered into as of July 9, 1998,
between Effective Management Systems, Inc. ("EMS"), a Wisconsin
corporation EMS-East, Inc. ("EMS-East"), a Massachusetts corporation,
Effective Management Systems of Illinois, Inc. ("EMS-Illinois"), and
Illinois corporation (EMS, EMS-East and EMS-Illinois are each individually
a "Borrower", and collectively "Borrowers"), and Foothill Capital
Corporation ("Lender").
WHEREAS, Borrowers and Lender are parties to a Loan and Security
agreement dated as of December 30, 1997, as amended by that certain Waiver
and First Amendment dated as of May 8, 1998 (the "Loan Agreement");
WHEREAS, Borrower has informed Lender that Borrowers' Tangible Net
Worth (as defined in the Loan Agreement) for the fiscal quarter ended May
31, 1998 is approximately negative Four Million Five Hundred Forty-Six
Thousand Dollars (-$4,546,000);
WHEREAS, Borrower has informed Lender that Borrowers' EBITDA (as
defined in the Loan Agreement) for the six month period ending May 31,
1998 is approximately negative Eight Million Fifty-Nine Thousand Dollars
(-$8,059,000);
WHEREAS, as a result of the foregoing, Events of Default exist under
Sections 7.20(a), 7.20(b) and 8.2 of the Loan Agreement;
WHEREAS, Borrower has requested that Lender waive the foregoing
Events of Default and Lender has agreed to do so subject to the terms
hereof,
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows;
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the
Loan Agreement.
2. Waiver. Subject to the reaffirmation by each Borrower of its
representations and warranties under the Loan Agreement and its
representations and warranties set forth herein and receipt by Lender of
the waiver fee referred to below, Lender hereby waives the Events of
Default arising solely as a result of the (i) Tangible Net Worth of
Borrowers not being at least Two Hundred Fifty Thousand Dollars ($250,000)
for the fiscal quarter ended May 31, 1998 and (ii) EBITDA of Borrowers not
being at least Zero Dollars ($0) for the six month period ending May 31,
1998. The foregoing waiver shall not constitute a waiver of any other
Event of Default that may exist, or a waiver of any future Event of
Default that may occur.
3. Representations. In order to induce Lender to enter into this
Waiver, Borrower hereby represents and warrants to Lender that;
(a) The representations and warranties of each Borrower
contained in the Loan Agreement, are true and correct as of the date
hereof as if made on the date hereof;
(b) No Event of Default or event which, with giving of notice
or the passage of time, or both would become an Event of Default, exists
as of the date hereof (other than as described in Section 2 above);
(c) The Tangible Net Worth of Borrowers as of May 31, 1998 is
approximately negative Four Million Five Hundred Forty-Six Thousand
Dollars (-$4,546,000); and
(d) The EBITDA of Borrowers for the six month ending May 31,
1998 was approximately negative Eight Million Fifty-Nine Thousand Dollars
(-$8,059,000).
4. Waiver Fee. In consideration of the waiver described above,
Borrowers agree to pay Lender a waiver fee of Five Hundred Dollars ($500)
on the date hereof.
The remainder of the page is intentionally left blank
IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be executed by their respective officers thereunto duly authorized and
delivered as of the date first above written.
EFFECTIVE MANAGEMENT SYSTEMS, INC.,
a Wisconsin corporation
By
Its Secretary
EMS-EAST, Inc., a Massachusetts corporation
By
Its Secretary
EFFECTIVE MANAGEMENT SYSTEMS OF
ILLINOIS, an Illinois corporation
By
Its Treasurer
FOOTHILL CAPITAL CORPORATION
By
Its Senior Vice President
