EXHIBIT 10.41
SIXTH AMENDMENT TO BUSINESS LOAN AGREEMENT
BETWEEN
CFI PROSERVICES, INC.
AND
BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION
MARCH 1, 1997
SIXTH AMENDMENT TO BUSINESS LOAN AGREEMENT
THIS SIXTH AMENDMENT TO BUSINESS LOAN AGREEMENT ("Amendment") is made
between CFI ProServices, Inc., an Oregon corporation ("Borrower"), and Bank of
America National Trust & Savings Association, successor by merger to Bank of
America Oregon (including its successors and/or assigns, "Bank").
BACKGROUND
----------
A. On November 8, 1995, Bank and Borrower executed that certain Business
Loan Agreement ("Original Agreement"), in which Bank agreed to lend, and
Borrower agreed to borrow, a revolving line of credit in the maximum original
principal sum of $5,000,000.00. Since the date of the Original Agreement, Bank
and Borrower have entered into the following amendments that have changed
certain terms and conditions of the Original Agreement, including but without
limitation (i) increasing the maximum amount of the revolving line of credit to
$7,500,000 ("Loan") and (ii) extending the maturity date of the Loan to December
31, 1997: Amendment No. 1 to Business Loan Agreement, dated as of May 17, 1996
("First Amendment"); Amendment No. 2 to Business Loan Agreement, dated as of
July 1, 1996 ("Second Amendment"); Amendment No. 3 to Business Loan Agreement,
dated as of September 24, 1996 ("Third Amendment"); Amendment No. 4 to Business
Loan Agreement, dated as of November 21, 1996 ("Fourth Amendment"); and
Amendment No. 5 to Business Loan Agreement, dated as of December 31, 1996
("Fifth Amendment"). The Original Agreement, as modified by the First
Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth
Amendment, is hereinafter called the "Agreement".
B. Recently, Borrower and Bank discussed extending the time period to
April 1, 1997 in which the Borrower may deliver the customer borrowing plan
required by the Fifth Amendment.
C. Bank and Borrower desire to enter into this Amendment to set forth the
terms and conditions on which the Loan shall be extended.
AGREEMENTS
----------
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Bank and Borrower, the parties agree to amend the Agreement as
follows:
I. LINE OF CREDIT AMOUNT AND TERMS
-1-
1. COMMITMENT. Subsection 1.1(a) of the Agreement is hereby deleted
in its entirety, and the following Subsection 1.1(a) is inserted in its place:
(a) During the availability period described below, the Bank will provide
a line of credit to the Borrower. The "Commitment" shall be as
follows: (1) for the period covering January 1, 1997 through the end
of March, 1997, the amount of the line of credit shall be Seven
Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00); and
(2) for the period commencing April 1, 1997 and continuing through the
Expiration Date, and subject to Borrower's satisfaction of the
conditions precedent set forth in that certain Fifth Amendment to
Business Loan Agreement, dated as of December 31, 1996 and executed by
and between Bank and Borrower ("Fifth Amendment"), the amount of the
line of credit shall be Seven Million Five Hundred Thousand and No/100
Dollars ($7,500,000.00), subject to the Borrowing Base (as defined in
the Fifth Amendment).
2. MAXIMUM AMOUNT OF THE LINE OF CREDIT. Subsection 1.1(c) of the
Agreement is hereby deleted in its entirety, and the following Subsection 1.1(c)
is inserted in its place:
(c) Borrower shall not permit the outstanding principal balance of the
line of credit to exceed (1) for the period covering January 1, 1997
through the end of March, 1997, Seven Million Five Hundred Thousand
and No/100 Dollars ($7,500,000.00), and (2) for the period commencing
April 1, 1997 and continuing through the Expiration Date, the lesser
of (i) Seven Million Five Hundred Thousand and No/100 Dollars
($7,500,000.00), or (ii) the amount of the Borrowing Base.
II. REPAYMENT TERMS
1. BORROWING BASE. The following new Subsection 1.4(d) is hereby
inserted into the Agreement:
(d) If at anytime on or after April 1, 1997, the principal amount
outstanding under the line of credit exceeds the amount of the
Borrowing Base, Borrower shall immediately repay, without notice from
Bank, the line of credit in an amount that equals the difference
between the principal amount outstanding under the line of credit,
less the amount of the Borrowing Base.
III. DISBURSEMENTS
1. REQUESTS FOR CREDIT. Subsection 3.1 of the Agreement is hereby
deleted in its entirety, and the following Subsection 3.1 is inserted in its
place:
3.1 REQUESTS FOR CREDIT. Each request for an extension of credit will be
made in writing in a manner acceptable to the Bank, or by another
means acceptable to the Bank, and on and after
-2-
April 1, 1997 shall include the current Borrowing Base Certificate (as
defined in the Fifth Amendment).
IV. CONDITIONS
1. CUSTOMER BORROWING PLAN. Subsection 4.2 of the Agreement is
hereby deleted in its entirety, and the following Subsection 4.2 is inserted in
its place:
4.2 CUSTOMER BORROWING PLAN. Notwithstanding the generality of the
foregoing or anything to the contrary in this Agreement, Bank shall
have no obligation to extend, or to continue to extend, any credit to
Borrower under this Agreement on or after April 1, 1997 if Borrower
has not executed and delivered to Bank the Customer Borrowing Plan, in
conformity with the Fifth Amendment.
V. CONDITIONS PRECEDENT.
1. PAYMENT OF FEES AND DELIVERY OF DOCUMENTS. Unless waived in
writing by Bank, this Amendment shall be of no force or effect for the period
commencing March 1, 1997 and extending through the end of March, 1997 until
Borrower delivers to Bank a fully executed copy of this Amendment. Unless
waived in writing by Bank, this Amendment shall be of no force or effect for the
period commencing April 1, 1997 and continuing through the Expiration Date until
Borrower delivers to Bank a fully executed copy of this Amendment and the
customer borrowing plan, substantially in the form of EXHIBIT A, attached to and
incorporated into the Fifth Amendment, which document shall constitute the
"Customer Borrowing Plan". Bank and Borrower further agree that, between the
date of this Amendment and April 1, 1997: (a) Bank, at Borrower's expense up to
$5,000 in any twelve month period, shall audit Borrower's Accounts (as defined
in EXHIBIT A of the Fifth Amendment); and (b) Bank and Borrower shall negotiate
in good faith to set the amount of the margin used to determine the Borrowing
Base (as defined in EXHIBIT A of the Fifth Amendment), but in no event shall the
margin exceed 60% of Borrower's Accounts.
VI. MISCELLANEOUS.
a. Except as expressly amended by this Amendment, the
Agreement remains in full force and effect and is hereby ratified and
confirmed.
b. This Amendment shall be governed by the laws of the State of
Oregon.
c. If any provision or clause of this Amendment conflicts with
applicable law, such conflict shall not affect other provisions or
-3-
clauses hereof which can be given effect without the conflicting provision,
and to this end the provisions hereof are declared to be severable.
d. The captions and headings of the sections of this Amendment
are for convenience only and shall not be used to interpret or define the
provisions hereof.
e. This Amendment may be signed in any number of counterparts
and shall constitute an enforceable agreement when all signed counterparts
are assembled together in one Amendment that is signed by all parties.
WRITTEN AGREEMENTS: UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS
MADE BY THE BANK AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT
EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED
SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND
BE SIGNED BY THAT BANK TO BE ENFORCEABLE.
BORROWER: BANK:
CFI PROSERVICES, INC. BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By: /s/ Xxxx Xxxx By:
------------------------------- ------------------------------
Name: Xxxx Xxxx Name:
------------------------------- ------------------------------
Its: Vice President and CFO Its:
------------------------------- ------------------------------
-4-
