LETTER AGREEMENT
July 3, 1996
QAD, Inc.
6450 Via Real
Carpinteria, California
Gentlemen:
Reference is made to the Loan and Security Agreement between us of even
date (the "Loan Agreement") and the documents and agreements relating thereto
(collectively, the "Loan Documents").
This will confirm our agreement to modify Section 5.5 clause (ix) to read
as follows: "(ix) guarantee or otherwise become liable with respect to the
obligations of another party or entity, except for guarantees of loans to
employees in good-faith arm's length transactions in the ordinary course of
business; . . .".
This will also confirm our agreement that your escrowing of source code
relating to your software, for the benefit of your customers, in the ordinary
course of business and in accordance with normal industry practice, is not
prohibited by the Loan Agreement or the other Loan Documents.
This Letter Agreement, the Loan Agreement, and the other Loan Documents set
forth in full all of the representations and agreements of the parties with
respect to the subject matter hereof and supersede all prior discussions,
representations, agreements and understandings between the parties with respect
to the subject hereof. Except as herein expressly amended, all of the terms and
provisions of the Loan Agreement and the other Loan Documents shall continue in
full force and effect and the same are hereby ratified and confirmed.
Sincerely yours,
GREYROCK BUSINESS CREDIT,
a Division of NationsCredit Commercial
Corporation
By
----------------------------------
Title
-------------------------------
Accepted and agreed:
QAD, INC.
By
------------------------------
Title
---------------------------
