LOAN MODIFICATION AGREEMENT
(EXTENSION OF MATURITY DATE)
THIS AGREEMENT is made and entered into this ______ day of
_______________, 199__, by and between SOFTNET SYSTEMS, INC., a New York
Corporation ("Softnet"), COMMUNICATE DIRECT, INC., an Illinois Corporation
("CDI"), MICROGRAPHIC TECHNOLOGY CORPORATION, a Delaware Corporation ("MTC"),
KANSAS COMMUNICATIONS, INC., a Kansas Corporation ("KCI") (Softnet, CDI, MTC,
and KCI collectively referred to as "Borrowers") and WEST SUBURBAN BANK
("Bank").
WHEREAS, Borrowers have executed and delivered to Bank a Revolving
Credit Note dated September 15, 1995 (the "Note") in the original principal
amount of $6,500,000.00 in which each of the Borrowers promises to pay to the
order of Bank the principal amount and interest thereon as more specifically
provided in the Note; and
WHEREAS, to secure the repayment of the Borrowers' obligations under
the Note, each of the Borrowers has executed and delivered to Bank a Loan and
Security Agreement dated September 15, 1995 (collectively the "Loan
Agreements"); and
WHEREAS, to further secure the repayment of the Borrowers' obligations
under the Note, Softnet has executed and delivered to Bank a Stock Pledge
Agreement dated September 15, 1995 (the "Pledge Agreement") whereby Softnet has
pledged 377,770 shares (subsequently reduced to 277,770 shares) of common stock
of IMNET Systems, Inc. in favor of Bank; and
WHEREAS, Borrowers and Bank executed a Loan Modification Agreement
dated March 15, 1996 wherein the maximum amount of credit under the Note and the
Loan Agreements was increased to $9,500,000.00 and the Borrowing Base
limitations were modified in accordance with the terms thereof; and
WHEREAS, the Note (as modified from time to time) is scheduled to
mature by its terms on ________________________, 19___, and Borrowers have
requested that the maturity date of the Note be extended to _________________,
199__, and Bank has agreed to so extend the maturity date of the Note, subject
to the terms and conditions hereof.
NOW, THEREFORE, in consideration of Ten ($10.00) Dollars in hand paid
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are incorporated herein by reference as though
fully set forth. Borrowers represent and warrant that the foregoing
recitals are true and correct.
2. The terms of the Note are hereby further amended to provide that the
Maturity Date is extended to ______________________, 199__, on which
date the entire principal balance, all accrued unpaid interest, and all
other amounts due under the terms of the Note and the other Loan
Documents shall be immediately due and payable without notice.
3. The terms of the Loan Documents (as such term is defined in the Loan
Agreements) are hereby amended and modified to comport with the terms
of this instrument to the extent the terms of any of the Loan Documents
may be otherwise inconsistent with the terms hereof. In all other
respects, the terms and provisions of the Loan Documents shall remain
in full force and effect.
4. Borrowers hereby reaffirm all of the terms, provisions, warranties, and
representations set forth in each of the Loan Agreements and the other
Loan Documents as modified hereby. Without limiting the generality of
the foregoing, each of the Borrowers warrants and represents that no
event of default exists under any of the Loan Agreements or any of the
other Loan Documents and no event has occurred or condition exists
which with the passage of time or the giving of notice would or could
constitute an event of default.
IN WITNESS WHEREOF, the parties have entered into this Loan
Modification Agreement on the date first above written.
SOFTNET SYSTEMS, INC.
By: ____________________________
Its: ____________________________
Attest: ____________________________
Its: ____________________________
COMMUNICATE DIRECT, INC.
By: ____________________________
Its: ____________________________
Attest: ____________________________
Its: ____________________________
MICROGRAPHIC TECHNOLOGY CORPORATION
By: ____________________________
Its: ____________________________
Attest: ____________________________
Its: ____________________________
KANSAS COMMUNICATIONS, INC.
By: ____________________________
Its: ____________________________
Attest: ____________________________
Its: ____________________________
WEST SUBURBAN BANK
By: ____________________________
Its: ____________________________
Attest: ____________________________
Its: ____________________________
westsub2\softnet2.lma\051596\cp
STATE OF ILLINOIS )
) SS.
COUNTY OF ______ )
I, the undersigned, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that ________________________________,
_____________________ of SOFTNET SYSTEMS, INC., a New York Corporation, and
________________________________, _____________________ of said Corporation,
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument as such ____________________ and ____________________,
appeared before me this day in person and severally acknowledged that they
signed and delivered the said instrument as their own free and voluntary act and
as the free and voluntary act of said Corporation; for the uses and purposes
therein set forth. GIVEN under my hand and official seal this ________ day of
______________, 1996.
--------------------------------------------
Notary Public
STATE OF ILLINOIS )
) SS.
COUNTY OF ______ )
I, the undersigned, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that ________________________________,
_____________________ of COMMUNICATE DIRECT, INC., an Illinois Corporation, and
_____________________________, ___________________ of said Corporation,
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument as such ____________________ and __________________,
appeared before me this day in person and severally acknowledged that they
signed and delivered the said instrument as their own free and voluntary act and
as the free and voluntary act of said Corporation; for the uses and purposes
therein set forth. GIVEN under my hand and official seal this ________ day of
______________, 1996.
--------------------------------------------
Notary Public
STATE OF ILLINOIS )
) SS.
COUNTY OF ______ )
I, the undersigned, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that ________________________________,
_____________________ of MICROGRAPHIC TECHNOLOGY CORPORATION, a Delaware
Corporation, and ________________________________, ___________________ of said
Corporation, personally known to me to be the same persons whose names are
subscribed to the foregoing instrument as such ____________________ and
_____________________, appeared before me this day in person and severally
acknowledged that they signed and delivered the said instrument as their own
free and voluntary act and as the free and voluntary act of said Corporation;
for the uses and purposes therein set forth. GIVEN under my hand and official
seal this ________ day of ______________, 1996.
--------------------------------------------
Notary Public
STATE OF ILLINOIS )
) SS.
COUNTY OF ______ )
I, the undersigned, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that ________________________________,
_____________________ of KANSAS COMMUNICATIONS, INC., a Kansas Corporation, and
______________________________, ___________________ of said Corporation,
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument as such ____________________ and _______________________,
appeared before me this day in person and severally acknowledged that they
signed and delivered the said instrument as their own free and voluntary act and
as the free and voluntary act of said Corporation; for the uses and purposes
therein set forth. GIVEN under my hand and official seal this ________ day of
______________, 1996.
--------------------------------------------
Notary Public
STATE OF ILLINOIS )
) SS.
COUNTY OF ______ )
I, the undersigned, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that ________________________________,
_____________________ of WEST SUBURBAN BANK, an Illinois Banking Corporation,
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such ____________________, appeared before me this day
in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said
Corporation; for the uses and purposes therein set forth. GIVEN under my hand
and official seal this ________ day of ______________, 1996.
--------------------------------------------
Notary Public
