EXHIBIT 10.1
August 1, 1998
Active Voice Corporation
Xx. Xxxx X. Xxxxx, CFO
0000 0xx Xxxxxx, #000
Xxxxxxx, XX 00000
Dear Mr. David:
This letter amendment (this "Amendment") is to confirm the changes agreed
upon between Xxxxx Fargo Bank, National Association ("Bank") and Active Voice
Corporation ("Borrower") to the terms and conditions of that certain letter
agreement between Bank and Borrower dated as of November 13, 1997, as amended
from time to time (the "Agreement"). For valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree
that the Agreement shall be amended as follows to reflect said changes.
1. The following is hereby added to the Agreement as Paragraph I.3:
"3. COLLATERAL:
As security for all indebtedness of Borrower to Bank
under the Line of Credit, Borrower hereby grants to Bank
security interests of first priority in Borrower's Xxxxx
Fargo Bank Institutional Securities Sales Account No.
303464.
All of the foregoing shall be evidenced by and subject
to the terms of such security agreements, financing
statements, deeds of trust and other documents as Bank shall
reasonably require, all in form and substance satisfactory
to Bank. Borrower shall reimburse Bank immediately upon
demand for all costs and expenses incurred by Bank in
connection with any of the foregoing security, including
without limitation, filing and recording fees and costs of
appraisals, audits and title insurance."
Active Voice Corporation
August 1, 1998
Page 2
2. Paragraph V.9.(d) is hereby deleted in its entirety, without
substitution.
3. Paragraph V.15 is hereby deleted in its entirety, without
substitution.
4. The following is hereby added to the Agreement as Paragraph V.16.:
"16. YEAR 2000 COMPLIANCE. Perform all acts reasonably
necessary to ensure that (a) Borrower and any business in
which Borrower holds a substantial interest, and (b) all
customers, suppliers and vendors that are material to
Borrower's business, become Year 2000 Compliant in a timely
manner. Such acts shall include, without limitation,
performing a comprehensive review and assessment of all of
Borrower's systems and adopting a detailed plan, with
itemized budget, for the remediation, monitoring and testing
of such systems. As used herein, "Year 2000 Compliant"
shall mean, in regard to any entity, that all software,
hardware, firmware, equipment, goods or systems utilized by
or material to the business operations or financial
condition of such entity, will properly perform date
sensitive functions before, during and after the year 2000.
Borrower shall, immediately upon request, provide to Bank
such certifications or other evidence of Borrower's
compliance with the terms hereof as Bank may from time to
time require."
5. Except as specifically provided herein, all terms and conditions of the
Agreement remain in full force and effect, without waiver or modification. All
terms defined in the Agreement shall have the same meaning when used herein.
This Amendment and the Agreement shall be read together, as one document.
6. Borrower hereby remakes all representations and warranties contained in
the Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of Borrower's acknowledgment set forth below there
exists no default or defined event of default under the Agreement or any
promissory note or other contract, instrument or document executed
Active Voice Corporation
August 1, 1998
Page 3
in connection therewith, nor any condition, act or event which with the
giving of notice or the passage of time or both would constitute such a
default or defined event of default.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
Your acknowledgment of this Amendment shall constitute acceptance of the
foregoing terms and conditions.
Sincerely,
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxx
---------------------
Xxxx Xxxxxx
Vice President
Acknowledged and accepted as of July 11, 1998:
ACTIVE VOICE CORPORATION
By: /s/ Xxxx X. Xxxxx
-------------------------
Xxxx X. Xxxxx
Chief Financial Officer
