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EXHIBIT 10(ee)
THIRD AMENDMENT TO GENERAL LOAN AND SECURITY AGREEMENT
This Third Amendment to General Loan and Security Agreement (the
"Amendment") is entered into as of the 10th day of February, 1997, and amends
that certain General Loan and Security Agreement, as amended October 2, 1995,
and August 12, 1996, (the "Agreement"), entered into as of January 9, 1995,
between COMMERCE BANK, NATIONAL ASSOCIATION, (hereinafter called "Commerce")
with a place of business located at 0000 Xxxxxxx Xxxxxxxxx, Xx. Xxxxx (Xxxxxxx)
Xxxxxxxx, 00000, and CITATION COMPUTER SYSTEMS, INC., a Missouri corporation,
(hereinafter called "Borrower"), with a place of business at 000 X. Xxxxx Xxxx
Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000.
WHEREAS, Borrower and Commerce desire to amend the Agreement, provide
for a new minimum Tangible Net Worth, increase the maximum amount available
under the Line of Credit Note, and amend the Borrowing Base formula;
The parties agree as follows:
I. AMENDMENTS
1.1 Section 6.19 Tangible Net Worth is hereby amended in its
entirety to read as follows:
Borrower shall maintain at all times a Tangible Net Worth not
less than Seven Million Seven Hundred Thousand Dollars
($7,700,000) to be adjusted annually on the first day of each
fiscal year by adding to the minimum Tangible Net Worth for the
preceding fiscal year an amount equal to 50% of Borrower's Net
Income, if positive, and disregarding any year in which Net
Income is negative.
1.2 Section 6.22 Borrowing Base Certificate is hereby amended by
deleting "For Qualified Receivables: seventy-five percent (75%)" and
substituting in lieu thereof "For Qualified Receivables: Forty percent
(40%)."
1.3 Section 2.1 of the Agreement is hereby amended by striking "One
Million Dollars ($1,000,000)" wherever it appears and substituting in
lieu thereof "Three Million Dollars ($3,000,000), or such other greater
or lesser amount as may agreed upon from time to time by Commerce and
Borrower as evidenced by Line of Credit Notes making reference hereto."
Exhibit "A" is hereby deleted in its entirety and in lieu thereof is
substituted the attached Exhibit "A."
Except as amended hereby, the terms and provisions of the Agreement
shall remain in full force and effect.
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II. STATUTORY NOTICE.
Oral agreements or commitments to loan money, extend credit or to
forbear from enforcing repayment of a debt, including promises to extend or
renew such debt, are not enforceable. To protect you (borrower(s)) and us
(creditor) from misunderstanding or disappointment, any agreements we reach
covering such matters are contained in this writing, which is the complete and
exclusive statement of the agreement between us except as we may later agree in
writing to modify it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first hereinabove written.
CITATION COMPUTER SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Title: Exec. VP & CFO
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COMMERCE BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Title: Exec. V.P.
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