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EXHIBIT 10.16
AMENDMENT NUMBER THIRTEEN TO LOAN AGREEMENT
THIS AMENDMENT to the Loan Agreement entered into as of October 4,
1993, between ARI NETWORK SERVICES, INC. ("ARI") and WITECH CORPORATION
("WITECH'), as amended (the "Loan Agreement"), is dated September 14, 1998.
BACKGROUND
This Amendment to the Loan Agreement reflects the mutual understanding
and agreement of the parties to amend the Loan Agreement regarding the provision
by WITECH of a revolving credit facility to ARI.
NOW, THEREFORE, the parties agree as follows:
1. Subject to paragraph 4 below, the amount stated in Paragraph 2.2 of the Loan
Agreement shall be changed to Two Million Eight Hundred Thousand Dollars
($2,800,000).
2. Subject to paragraph 4 below, in Exhibit 1.1 to the Agreement, in the
definition of "Total Loan Commitment," the reference to "Two Million Dollars
($2,000,000)" is deleted and "Two Million Eight Hundred Thousand Dollars
($2,800,000)" is substituted therefor.
3. Subject to paragraph 4 below, in Exhibit 2.2(a), the reference to "Two
Million Dollars ($2,000,000)" is deleted and "Two Million Eight Hundred Thousand
Dollars ($2,800,000)" is substituted therefor.
4. Any borrowings in excess of $2.0 million under the Loan Agreement shall be
repaid with the proceeds of any common stock offerings for cash (other than
pursuant to director or employee benefit plans or upon exercise of outstanding
warrants) by ARI. The $2.8 million amount referenced in paragraphs 1, 2, and 3
above shall be reduced by the amount of such proceeds (and the Loan Agreement
automatically amended accordingly); provided, however, the amount of the
reduction shall not exceed $800,000 (and, therefore, the availability under the
Loan Agreement shall not be reduced to less than $2.0 million).
5. In consideration of the agreements by WITECH reflected in the Amendment
Number Thirteen, ARI shall issue to WITECH 250 additional shares of Series A
Preferred Stock, subject to Board of Directors approval of such issuance and
Board of Directors and shareholder approval of appropriate amendments to ARI's
articles of incorporation to permit such issuance. In the event that Board and
shareholder approvals are not received by December 31, 1998, ARI shall issue to
WITECH 250 shares of newly-created Series B Preferred Stock that will be
substantially identical to the Series A Preferred Stock, except dividends shall
accrue from the date hereof and the Series B Preferred Stock shall be junior to
the Series A Preferred Stock in respect of dividends and other distributions.
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6. Subject to the amendments described herein, the Loan Agreement, as amended,
and associated documents and agreements remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers as of the date first
above written.
WITECH CORPORATION ARI NETWORK SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxxx Xxxxxxxxxx, President Xxxxx X. Xxxxxxx, Chairman,
President and Chief Executive
Officer
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