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EXHIBIT 10.25
FOURTH AMENDMENT TO LOAN AGREEMENT
This Fourth Amendment to Loan Agreement is made by and among BROADWAY
& SEYMOUR, INC., a Delaware corporation ("Broadway") with a principal place of
business at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, ELITE
INFORMATION SYSTEMS, INC., a California corporation ("Elite") with a principal
place of business at 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx,
Xxxxxxxxxx 00000, THE MINICOMPUTER COMPANY OF MARYLAND, INC., a Maryland
corporation ("TMC") with a principal place of business at Executive Plaza I,
00000 XxXxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxxx, XX 00000-0000, ELITE INFORMATION
SYSTEMS INTERNATIONAL, INC., a California corporation ("Elite International")
with a principal place of business at 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 (Broadway, Elite, TMC and Elite International are
hereinafter jointly and severally referred to as, the "Borrower") and FLEET
NATIONAL BANK, a national banking association organized under the laws of the
United States and having an office at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 as Agent for itself and each of the other Lenders who now and/or hereafter
become parties to the hereinafter defined Loan Agreement pursuant to the terms
of Section 9.11 thereof (sometimes the "Agent" and sometimes "Fleet" and in its
capacity as a Lender, sometimes "Fleet" and sometimes a "Lender"). Capitalized
terms used herein and not expressly defined herein shall have the respective
meanings ascribed to such terms in the hereinafter defined Loan Agreement.
WITNESSETH THAT:
WHEREAS, the Borrower and the Agent are parties to that certain Loan
Agreement dated as of July 23, 1997 pursuant to which the Lenders extended a
$15,000,000 revolving credit facility, as amended by that certain First
Amendment to Loan Agreement dated September 30, 1997, as further amended by that
certain Second Amendment to Loan Agreement dated February 6, 1998, effective as
of December 31, 1997 and as further amended by that certain Third Amendment to
Loan Agreement dated May 5, 1998, effective as of March 31, 1998 (as amended
hereby and as hereafter amended from time to time, the "Loan Agreement"); and
WHEREAS, the Borrower and the Agent desire to amend certain
provisions of the Loan Agreement as hereinafter set forth.
NOW, THEREFORE, the Borrower and the Agent hereby agree as follows:
1. All references in the Loan Agreement to the Financing Documents
shall be deemed to refer to such documents and in addition shall also refer to
this Fourth Amendment to Loan Agreement.
2. Effective as of the date hereof, Section 5.2.11 of the Loan
Agreement is hereby deleted in its entirety and the following shall be
substituted in lieu thereof:
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Section 5.2.11. Dividends, Payments and
Distributions. Declare or pay any dividends, management
fees or like fees or make any other distribution of cash or
property or both to any of the Stockholders other than
compensation for services rendered to the Borrower and/or
any Subsidiary or use any of its assets for payment,
purchase, conversion, redemption, retention, acquisition or
retirement of any beneficial interest in the Borrower or
set aside or reserve assets for sinking or like funds for
any of the foregoing purposes, make any other distribution
by reduction of capital or otherwise in respect of any
beneficial interest in the Borrower or permit any
Subsidiary which is not a wholly-owned Subsidiary so to do;
provided, however, that notwithstanding the foregoing, the
Borrower shall be permitted to re-purchase up to 1,000,000
shares of its common stock for an aggregate purchase price
not to exceed $7,500,000.
3. The Borrower hereby restates all of the representations,
warranties and covenants of the Borrower set forth in the Loan Agreement to the
same extent as if fully set forth herein and the Borrower hereby certifies that
all such representations and warranties are true and accurate as of the date
hereof.
4. The Borrower and the Agent hereby ratify, confirm and approve the
Loan Agreement, amended as set forth herein, as a binding obligation,
enforceable in accordance with its terms. The Borrower further acknowledges and
agrees that Agent has not waived any of its rights under the Loan Agreement,
amended as set forth herein, or any Event(s) of Default that may hereafter exist
thereunder and that there does not exist (i) any offset or defense against
payment or performance of any of the Indebtedness and Obligations of the
Borrower evidenced thereby, or (ii) any claim or cause of action by Borrower
against Agent with respect to the transactions described therein.
5. The Borrower represents and warrants to the Agent that no Default
or Event of Default exists under the Loan Agreement, amended as set forth
herein, any of the Financing Documents or any document or agreement executed in
connection therewith or herewith.
6. This Fourth Amendment to Loan Agreement shall be effective as of
July 23, 1998.
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IN WITNESS WHEREOF, the Borrower and the Agent have caused this
Fourth Amendment to Loan Agreement to be executed as a sealed instrument by
their proper representatives hereunto duly authorized as of the 7th day of
August, 1998.
Witness: Broadway & Seymour, Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxxx, Treasurer
Witness: Elite Information Systems, Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxxx, Assistant Treasurer
Witness: The MiniComputer Company of Maryland,
Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxxx, Assistant Treasurer
Witness: Elite Information Systems
International, Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxxx, Assistant Treasurer
Witness: Fleet National Bank, as Agent for
the Lenders and as a Lender
/s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
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