EXHIBIT 10.12
AMENDMENT NUMBER SEVEN TO
LOAN AND SECURITY AGREEMENT
THlS AMENDMENT NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT, dated as of
September 13, 2001 (this "Amendment"), amends that certain Loan and Security
Agreement, dated as of April 23, 1998 (as amended from time to time, the "Loan
Agreement"), by and between MAI SYSTEMS CORPORATION, a Delaware corporation, and
HOTEL INFORMATION SYSTEMS, INC., a Delaware corporation (collectively the
"Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of Southern
Pacific Bank, a California corporation ("Coast"), on the other hand. All
initially capitalized terms used in this Amendment shall have the meanings
ascribed thereto in the Loan Agreement unless specifically defined herein.
RECITALS
WHEREAS, Borrower and Coast wish to amend the Loan Agreement pursuant to
the terms and provisions set forth in this Amendment; and
NOW, THEREFORE, the parties hereto agree as follows:
AMENDMENT
Section 1. AMENDMENT TO SECTION 2 OF THE SCHEDULE TO THE LOAN AGREEMENT.
Section 2 of the Loan Agreement, as amended pursuant to Amendment Number Four to
the Loan Agreement, is hereby further amended by deleting in its entirety the
introductory portion of such section and substituting in place thereof the
following:
"Loans in a total amount at anytime outstanding not to exceed the lesser
of (i) the sum of (a) and (b) below or (ii) Three Million Dollars
($3,000,000) (the "Maximum Dollar Amount"):"
Section 2. WAIVER OF EARLY TERMINATION FEE. The Early Termination Fee
provided for in Section 9.2 of the Schedule to the Loan Agreement is hereby
waived by Coast as to any prepayment in full of the Obligations which occurs at
anytime between the effective date of this Amendment Number Seven and February
28,2002.
Section 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the receipt by Coast of an executed copy of this
Amendment executed by Borrower and a fully executed copy of the Pledge,
Assignment and Security Agreement which is attached hereto and marked Exhibit
"A" no later than September 30,2001.
Section 4. ENTIRE AGREEMENT. The Loan Agreement, as amended hereby,
embodies the entire agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof. Borrower represents, warrants and agrees that in entering into
the Loan Agreement and consenting to this Amendment, it has not relied on any
representation, promise, understanding or agreement, oral or written, of, by or
with, Coast or any of its agents, employees, or counsel, except the
representations,
promises, understandings and agreements specifically contained in or referred to
in the Loan Agreement, as amended hereby.
Section 5. CONFLICTING TERMS. In the event of a conflict between the
terms and provisions of this Amendment and the teffils and provisions of the
Loan Agreement, the teffils of this Amendment shall govern. In all other
respects, the Loan Agreement, as amended and supplemented hereby; shall remain
in full force and effect.
Section 6. MISCELLANEOUS. This Amendment shall be governed by and
construed in accordance with the laws of the State of California. This Amendment
may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any party hereto may execute this Amendment by
signing such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.
BORROWER:
MAI SYSTEMS CORPORATION,
a Delaware corporation
By /s/ XXXXX X. XXXXX
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President or Officer
HOTEL INFORMATION SYSTEMS, INC.,
a Delaware corporation
By /s/ XXXXX X. XXXXX
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President or Officer
COAST:
COAST BUSINESS CREDIT,
a division of Southern Pacific Bank, a
California corporation
By
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