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AMENDMENT NUMBER TEN TO LOAN AGREEMENT
THIS AMENDMENT to the Loan Agreement entered into as of October 4,
1993, between ARI NETWORK SERVICES, INC. ("ARI") and WITECH CORPORATION
("WITECH") as amended (the "Loan Agreement") is dated May 30, 1997.
BACKGROUND
This Amendment to the Loan Agreement reflects the mutual understanding
and agreement of the parties to amend the Loan Agreement regarding the
provision by WITECH of a revolving credit facility to ARI.
NOW THEREFORE, the parties agree as follows:
1. For a period commencing on the date hereof and ending on
September 30, 1997, the amount stated in Paragraph 2.2 shall be increased from
Two Million Dollars ($2,000,000) to Two Million Five Hundred Thousand Dollars
($2,500,000). The difference of Five Hundred Thousand Dollars ($500,000) plus
all interest accruing thereon at the rates stated in the Loan Agreement shall
be referred to herein as the "Bridge Loan." The Bridge Loan shall be repaid by
ARI not later than September 30, 1997. In the event that any amount of the
Bridge Loan remains outstanding after September 30, 1997, such unpaid amount
shall bear interest at a rate per annum equal to the Prime Rate plus 2.0% from
the date of such nonpayment until the Bridge Loan is paid in full.
2. WITECH shall have the right to participate, up to Five Hundred
Thousand Dollars ($500,000), in any equity financing transaction offered by the
Company to a potential purchaser on or prior to September 30, 1997, and
approved by the Company's Board of Directors (or a Committee thereof) subject
to the same terms and conditions that are applicable to the other offerees,
provided the rules of the NASD would not require shareholder approval of the
transaction as a result of WITECH's participation.
3. On Page 1.1-4 of Exhibit 1.1, in the definition of "Total Loan
Commitment" the reference to "Two Million Dollars ($2,000,000)" is deleted and
"Two Million Five Hundred Thousand Dollars ($2,500,000)" is substituted
therefor.
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4. In Exhibit 2.2(a), the reference to "Two Million Dollars
($2,000,000)" is deleted and "Two Million Five Hundred Thousand Dollars
($2,500,000)" is substituted therefor.
5. Subject to the amendment described herein, the Loan Agreement
and associated documents and agreements remain in full force and effect and the
Bridge Loan shall be subject to all of the terms and conditions of such
documents.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers as of the date
first above written.
WITECH CORPORATION ARI NETWORK SERVICES, INC.
By: By:
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Xxxxxxx Xxxxxxxxxx, President Xxxxx X. Xxxxxxx, President
