Amendment No. 1
to
Loan Agreement
Agreement dated as of June 8, 1997, by and between Network Imaging
Corporation, a corporation duly organized and validly existing under the laws of
the State of Delaware ("Borrower") and Xxxx Xxxxxxx, with an address at 00
Xxxxxx Xxxxxx, Xxxxxx, XX 00000 ("Lender").
WITNESSETH:
WHEREAS, pursuant to that certain Loan Agreement dated as of December
31, 1996 (the "Loan Agreement") by and between the Borrower and Lender, the
Lender has agreed to make loan to the Borrower in the aggregate principal sum of
up to $5,000,000.00; and
WHEREAS, the parties hereto wish to amend the Loan Agreement in the
manner hereinafter set forth.
NOW THEREFORE, the parties hereto agree as follows:
1. Definitions. All terms used herein, unless otherwise defined,
shall have the meanings ascribed thereto in the Loan Agreement. Section 1.1 of
the Loan Agreement is hereby amended by deleting the definition of the term
"Collateral" in its entirely and by inserting a new definition in its place to
read as follows:
"Collateral": all of Borrower's now owned or hereafter acquired
accounts receivable, inventory, and the intellectual property of the 1 View
software products as fully set forth in Section 2.11(a) hereof and in an
Amendment No. 1 to the Collateral Security Agreement being executed
simultaneously herewith, the terms of which are incorporated herein by
reference.
2. Security Interest. Section 2.11 of the Loan Agreement is hereby
deleted in its entirety, and a new Section 2.11 is hereby inserted in its place
to read as follows:
"2.11 Grant of Security Interest by the Borrowers. In consideration of
the Loans to be made hereunder, the Borrowers hereby jointly and severally agree
as follows:
(a) Grant of Security Interest. To secure the payment and
performance of the Borrower's Obligations hereunder and under each of the other
Loan Documents, Borrower hereby (x) sells, assigns, conveys, mortgages, pledges,
hypothecates, transfers and grants to the Lender, for the benefit of the Lender,
its successors, assigns and endorsees, and any other holders of Indebtedness
hereunder, a continuing valid, enforceable, first priority Lien upon and
perfected security interest in and to all of the accounts receivable, inventory,
and real property, fixtures, improvements and interests in real property, and
all software copyrights, assignments, licenses and rights in the 1 View software
products of Borrower, now owned or hereafter acquired by the Borrower, and
wheresoever located, all accessions and additions to, substitutions for, and
replacements and products of any of the foregoing properties and interests in
property, together with all cash collections from, and all other cash and
non-cash proceeds of, any of the foregoing, (the "Collateral") as more fully set
forth in a Collateral Security Agreement executed simultaneously herewith (the
"Collateral Security Agreement"), and (y) agrees to execute and deliver to the
Lender, for the benefit of the Lender, its successors, assigns and endorsees,
and any other holders of Indebtedness hereunder, mortgages with respect to the
real property and from time to time, valid and binding mortgages, collateral
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assignments software agreements and copyright assignments and other instruments
required by and in a form reasonably satisfactory to the Lender and to pay all
taxes recording fees or filing fees applicable thereto."
3. Use of Proceeds. It is hereby agreed that notwithstanding the second
"Whereas" clause and Paragraph 2.7 of the Loan Agreement, a certain Credit
Facility Loan Advance, to be made as of June 8, 1997 in the amount of
$1,500,000.00, may be used for general corporate purposes of the Borrower.
4. No Waiver. It is hereby agreed that Lender's making of the
$1,500,000.00 Advance described in Paragraph 2 hereof does not and shall not
constitute a waiver of any defaults by Borrower existing before, at, or
subsequent to the making of said Advance. The Borrower hereby restates its
representations and warranties contained in Section 3 of the Loan Agreement on
and as of the date hereof and agrees that all such representations, warranties
and covenants contained in the Loan Agreement shall remain in full force and
effect and that Borrower shall be obligated to be in compliance with, and not
violate same, during the term of the Loan Agreement.
5. Mandatory Prepayment. Section 2.1 of the Loan Agreement is hereby
amended by:
(a) redesignating the existing paragraph entitled "Permitted
Voluntary Repayments" as paragraph 2.1(d)(iii); and
(b) by adding the following as paragraph 2.1(d) (iv) to
immediately follow paragraph 2.1(d)(iii);
(iv) Mandatory Prepayments. Upon the completion of a public
secondary offering of stock of the Borrower, a prepayment in the amount of the
Loan then outstanding shall be applied to reduce the amount of the Credit
Facility Note.
6. Dorotech, S.A. Borrower hereby grants Lender a security interest in
the stock of its wholly owned subsidiary, Dorotech, S.A. ("Dorotech") behind
that of the security interest granted to Credit Lyonnaise to secure a loan in
the approximate amount of $6,300,000.00, and Borrower and Dorotech hereby agree
to do such further acts and things and to execute and deliver to Lender such
additional assignments, agreements, powers and instruments as Lender may
reasonably require or deem advisable to evidence the granting of such a security
interest in the stock of Dorotech in such jurisdictions as Lender shall deem
appropriate.
7. Miscellaneous.
(a) Except as expressly amended hereby the Loan Agreement
shall continue in full force and effect.
(b) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
(c) This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.
(d) Captions and section headings appearing herein are
included solely for convenience of reference only and are not intended to affect
the interpretation of any provision of this Agreement.
(e) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY APPLICABLE TO AGREEMENTS
EXECUTED AND TO BE WHOLLY PERFORMED WITHIN THAT STATE.
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(f) Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extend of such invalidity or enforceability without rendering
invalid or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
NETWORK IMAGING CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Vice President and
General Counsel
With respect to Paragraph 6 only:
DOROTECH, S.A.
By:
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XXXX XXXXXXX
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