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EXHIBIT 10.22
Second Amendment to Loan Documents
This Second Amendment to the Loan Documents listed below (the "Amendment") is
entered into as of April 28, 1998, between Imperial Bank ("Bank") and Portable
Software Corporation ("Borrower").
RECITALS
A. Borrower executed that certain Note in the principal amount of
$1,000,000 dated September 3, 1997, in favor of Bank (the "Note").
B. Borrower executed that certain Security and Loan Agreement ("Security
and Loan Agreement") and Addendum to Security and Loan Agreement ("Addendum")
both dated September 3, 1997, in favor of Bank as amended by that Letter
Agreement dated January 15, 1998 (the Security and Loan Agreement and the
Addendum herein referred to as "Agreement" and together with the Note the "Loan
Documents").
C. Bank and Borrower desire to amend the Note and the Agreement.
AGREEMENT
1. The amount of the Note is hereby increased to $3,000,000.
2. The amount of the Senior Term Loan referenced in Paragraph 3 of the
Agreement is increased to $3,000,000.
3. A one-time advance under the Note for up to an additional $2,000,000
may be requested by Borrower through May 28, 1998. After May 28, 1998, no
further advances under the Note shall be allowed.
4. The amount in Paragraph 4 of the Agreement shall be increased to five
million dollars ($5,000,000,00).
5. The amount of "Permitted Indebtedness" due Comdisco Ventures, Inc. as
defined in Paragraph 9.b. of the Agreement, shall be increased to $8.5 million.
6. The definition of Liquidity Ratio shall be: the sum of cash plus 80%
of Eligible Accounts Receivable (less any outstanding balance under the Line of
Credit) divided by the total debt due Bank.
7. The Minimum Sales covenant shall also include $5,750,000 for the
fiscal quarter ending December 31, 1998.
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8. In consideration for the amendments made herewith, Borrower agrees to
sign an additional five-year warrant (the "Warrant") for 27,400 shares of
Borrower's Series D Preferred Stock at an initial exercise price of $3.73 per
share. The Warrant to also include a $75,000 put option (such option to expire
two years after the date of the Warrant).
9. Except as provided above, the Loan Documents remain unchanged.
10. This Amendment is effective as of April 28, 1998, and the parties
hereby confirm that the Loan Documents as amended are, or shall be, in full
force and effect as of said date.
PORTABLE SOFTWARE CORPORATION "Borrower"
By: [SIG]
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Its: CFO/VP of Professional Services
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IMPERIAL BANK "Bank"
By: [SIG]
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Its: AVP
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[IMPERIAL BANK LETTERHEAD]
November 4, 1998
Xx. Xxxxxxxx Xxxxxx
Vice President of Professional Services &
Chief Financial Officer
Concur Technologies, Inc. (fka Portable Software Corporation)
0000 000xx Xxxxxx XX
Xxxxxxx, XX 00000
Re: Loan #00700002340/4 $2,000,000 Line of Credit
Dear Sterling:
Imperial Bank has approved an extension of your credit facility shown above as
evidenced by that certain Security and Loan Agreement dated September 3, 1997,
from its current maturity of November 2, 1998 to December 2, 1998.
Except as modified and extended hereby, the existing documentation as amended
concerning your obligations remains in full force and effect.
Sincerely,
/s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
Assistant Vice President
Emerging Growth Industries
Accepted and Agreed:
CONCUR TECHNOLOGIES, INC.
By: [SIG]
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Title: CFO/VP of Operations
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Date: 11/4/98
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