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SECOND MODIFICATION TO LOAN DOCUMENTS
THIS SECOND MODIFICATION TO LOAN DOCUMENTS (herein the
"Modification") is made and entered into this 7th day of March, 2000, by and
between INTELLIGENT SYSTEMS CORPORATION, a Georgia corporation (herein
"Borrower"), and FIDELITY NATIONAL BANK, a national bank (herein "Lender").
W I T N E S S E T H :
WHEREAS, on July 2, 1999, Lender made a One Million Dollar
($1,000,000.00) Loan to Borrower ("Loan") evidenced by that certain Commercial
Promissory Note dated July 2, 1999 in the face principal amount of
$1,000,000.00 executed by Borrower in favor of Lender (herein the "Original
Note");
WHEREAS, the Loan and the Original Note are secured and evidenced by,
among other instruments:
(a) Revolving Loan Agreement by and between Borrower and Lender dated
July 2, 1999 (herein the "Loan Agreement");
(b) Stock Pledge Agreement dated July 2, 1999 by and between Borrower
and Lender with regard to the certain stock owned by Borrower in Paysys
International, Inc. (herein the "Paysys Pledge Agreement").
The Loan Agreement and Paysys Pledge Agreement are collectively referred to
herein as the "Additional Loan Documents";
WHEREAS, the Loan and the Additional Loan Documents were amended by
that certain First Modification to Loan Documents dated October 13, 1999 by and
between Borrower and Lender, whereby certain terms and provisions of the Loan
were modified at the request of Borrower (all references to the term "Loan" and
any "Additional Loan Documents" shall be as amended by the aforesaid First
Modification to Loan Documents);
WHEREAS, Borrower and Lender entered into that certain First
Modification to Commercial Promissory Note dated October 13, 1999, whereby
Borrower and Lender agreed to modify certain terms and provisions of the
Original Note (all references to the
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term "Original Note" shall be as modified by the aforesaid First Amendment to
Commercial Promissory Note);
WHEREAS, Borrower had requested and Lender has agreed to increase the
line of credit amount available under the terms of the Loan from $600,000 to
$1,000,000.
NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree
as follows:
1. Recitals. The foregoing recitals are true and correct and are
incorporated herein by this reference.
2. Capitalized Terms. All capitalized terms contained in this
Modification shall have the same meaning afforded to them in the additional
loan documents.
3. Specific Modifications to Documents.
a. The Loan Agreement shall be modified to provide that all
references to the amount "$1,600,000.00" (as originally amended by the
aforesaid First Modification to Loan Documents) contained in the Loan
Agreement shall hereinafter refer to "$1,000,000.00" in order to
evidence the increase of the amount of the Revolving Loan availability
from $600,000.00 (after repayment of the loan from $1,600,000 to
$600,000.00) to $1,000,000.00.
b. Section 1.5 of the Loan Agreement is hereby modified to
provide that the maximum amount which Borrower shall be entitled to
draw upon shall be increased from $600,000 to $1,000,000.
C. The Paysys Pledge Agreement is hereby modified to provide
that all references to the amount "$1,600,000.00" contained therein
shall hereinafter refer to the amount "$1,000,000.00" in order to
reflect the increase in the amount of the Loan from $600,000.00 to
$1,000,000.00.
(d) The maturity date provided for in Section 1. 1 of the
Loan Agreement is hereby extended from June 30, 2000 to May 1, 2001.
4. No Impairment. Borrower agrees that the terms and provisions hereof
shall in no manner impair, limit, restrict or otherwise effect the obligations
of Borrower to
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Lender or the priority of any lien evidenced by the Additional Loan Documents
except as modified hereby.
5. No Defenses. Borrower acknowledges that it has no offsets, claims,
counterclaims or defenses against Lender or under any of its obligations
contained in the Additional Loan Documents and to the extent any such offsets,
claims, counterclaims, or defenses exist, the same are hereby waived by the
Borrower.
6. Ratification. Except as amended hereby, each and every term and
provision of the Additional Loan Documents are hereby ratified and affirmed by
Borrower and shall remain in full force and effect.
7. No Novation. It is the intention of the parties hereto that the
execution and delivery of this Modification shall in no way constitute a
novation or extinguishment of the debt evidenced and secured by the Additional
Loan Documents.
8. Effect of Modification. In signing this Modification, the parties
hereto expressly certify and covenant that they have carefully read all
provisions contained herein, have had an opportunity to consult with legal
counsel of their choosing and to consider the ramifications and terms of this
Modification, and they have voluntarily signed this Modification with the
understanding that it will be final and binding as to their interests and they
have had a sufficient opportunity to review the Modification and consult with
counsel of their choice prior to making such decision to execute this
Modification. The parties hereby represent and warrant that this Modification
is executed without reliance on any statement or representation of the other,
except as expressly set forth in the within and foregoing Modification, and
this Modification constitutes the entire Modification between the parties
hereto and that no promise or inducement or consideration, other than that
expressed in the within and foregoing Modification, has been offered or
accepted and all such prior inducements or considerations are deemed merged
herein.
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IN WITNESS WHEREOF, Borrower and Lender have set their hands and seals
to this Modification as of the day and year first above-written.
BORROWER:
INTELLIGENT SYSTEMS CORPORATION, a
Georgia corporation
By: /s/
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Title: Pres.
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Attest: Xxxxxx X. Xxxxxx
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Title: VP/CFO
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[CORPORATE SEAL]
LENDER:
FIDELITY NATIONAL BANK, a national bank
By: /s/
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Title: Sr. Vice Pres.
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[BANK SEAL]
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