Note Modification Agreement
EXHIBIT-10.2
This agreement is dated as of May 10, 2007 (the “Agreement Date”), by and between ARI Network
Services, Inc. (the “Borrower”) and JPMorgan Chase Bank, N.A., successor by merger to Bank One,
NA, with its main office in Chicago, IL (the “Bank”). The provisions of this agreement are
effective on the date that this agreement has been executed by all of the signers and delivered to
the Bank (the “Effective Date”).
WHEREAS, the Borrower executed a Line of Credit Note as evidence of indebtedness in the original
face amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00), dated July 9, 2004 owing by
the Borrower to the Bank, as same may have been amended or modified from time to time (the
“Note”), which Note has at all times been, and is now, continuously and without interruption
outstanding in favor of the Bank; and,
WHEREAS, the Borrower has requested and the Bank has agreed that the Note be modified to the
limited extent as hereinafter set forth;
NOW THEREFORE, in mutual consideration of the agreements contained herein and for other good and
valuable consideration, the parties agree as follows:
| 1. | ACCURACY OF RECITALS. The Borrower acknowledges the accuracy of the Recitals stated above. | |
| 2. | MODIFICATION OF NOTE. |
2.1 From and after the Effective Date, the provisions in the Note captioned “Due” and
“Promise to Pay” are hereby amended
as follows:
The date on which the entire balance of unpaid principal plus accrued interest shall be due
and payable immediately is hereby changed from July 9, 2007 to July 9, 2008.
2.2 Each of the Related Documents is modified to provide that it shall be a default or an
event of default thereunder if the Borrower shall fail to comply with any of the covenants of the
Borrower herein or if any representation or warranty by the Borrower herein or by any guarantor in
any Related Documents is materially incomplete, incorrect, or misleading as of the date hereof. As
used in this agreement, the “Related Documents” shall include the Note and all loan agreements,
credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust,
pledge agreements, assignments, guaranties, or any other instrument or document executed in
connection with the Note or in connection with any other obligations of the Borrower to the Bank,
2.3 Each reference in the Related Documents to any of the Related Documents shall be a
reference to such document as modified herein.
3. RATIFICATION OF RELATED DOCUMENTS AND COLLATERAL. The Related Documents are ratified and
reaffirmed by the Borrower and shall remain in full force and effect as they may be modified
herein. All real or personal property described as security in the Related Documents shall remain
as security for the Note and the obligations of the Borrower in the Related Documents.
4. BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that
each of the following representations and warranties made in the Note and Related Documents are
true and will remain true until maturity of the Note, termination of the other Related Documents
and payment and performance in full of all liabilities, obligations and debt evidenced by the Note
and other Related Documents:
4.1 No default or event of default under any of the Related Documents as modified hereby, nor
any event, that, with the giving of notice or the passage of time or both, would be a default or
an event of default under the Related Documents as modified herein has occurred and is continuing.
4.2 There has been no material adverse change in the business, assets, affairs, prospects or
financial condition of the Borrower or any Guarantor or any subsidiary of the Borrower.
4.3 Each and all representations and warranties of the Borrower in the Related Documents are
accurate on the date hereof.
4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan
evidenced by the Note or with respect to the Related Documents as modified herein.
4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding
obligations of the Borrower, enforceable against the Borrower in accordance with their terms.
4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under
the laws of the State of its formation or organization. The Borrower has the requisite power and
authority to execute and deliver this agreement and to perform the obligations described in the
Related Documents as modified herein. The execution and delivery of this agreement and the
performance of the obligations described in the Related Documents as modified herein have been
duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been
duly executed and delivered by or on behalf of the Borrower.
5. BORROWER COVENANTS. The Borrower covenants with the Bank:
5.1 The Borrower shall execute, deliver, and provide to the Bank such additional agreements,
documents, and instruments as reasonably required by the Bank to effectuate the intent of this
agreement.
5.2 The Borrower fully, finally, and forever releases and discharges the Bank and its
successors, assigns, directors, officers, employees, agents, and representatives from any and all
causes of action, claims, debts, demands, and liabilities, of whatever kind or nature, in law or
equity, of the Borrower, whether now known or unknown to the Borrower, (i) in respect of the loan
evidenced by the Note and the Related Documents, or of the actions or omissions of the Bank in any
manner related to the loan evidenced by the Note or the Related Documents and (ii) arising from
events occurring prior to the date of this agreement.
5.3 The Borrower shall pay to the Bank:
5.3.1 All the internal and external costs and expenses incurred (or charged by internal
allocation) by the Bank in connection with this agreement (including, without limitation, inside
and outside attorneys, appraisal, appraisal review, processing, title, filing, and recording
costs, expenses, and fees).
6. EXECUTION AND DELIVERY OF AGREEMENT BY THE BANK. The Bank shall not be bound by this agreement
until (i) the Bank has executed this agreement and (ii) the Borrower performed all of the
obligations of the Borrower under this agreement to be performed contemporaneously with the
execution and delivery of this agreement.
7. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Note and the
Related Documents as modified herein contain the complete understanding and agreement of the
Borrower and the Bank in respect of the loan and supersede all prior representations, warranties,
agreements, arrangements, understandings, and negotiations. No provision of the Note or the Related
Documents as modified herein may be changed, discharged, supplemented, terminated, or waived except
in a writing signed by the party against whom it is being enforced.
8. GOVERNING LAW AND VENUE. This agreement shall be governed by and construed in accordance with
the laws of the State of Wisconsin (without giving effect to its laws of conflicts). The Borrower
agrees that any legal action or proceeding with respect to any of its obligations under the Note
or this agreement may be brought by the Bank in any state or federal court located in the State of
Wisconsin, as the Bank in its sole discretion may elect. By the execution and delivery of this
agreement, the Borrower submits to and accepts, for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of those courts. The Borrower waives
any claim that the State of Wisconsin is not a convenient forum or the proper venue for any such
suit, action or proceeding. This agreement binds the Borrower and its successors, and benefits the
Bank, its successors and assigns. The Borrower shall not, however, have the right to assign the
Borrower’s rights under this agreement or any interest therein, without the prior written consent
of the Bank.
9. COUNTERPART EXECUTION. This agreement may be executed in multiple counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts, taken together, shall
constitute one and the same agreement.
10. NOT A NOVATION. This agreement is a modification only and not a novation. In addition to all
amounts hereafter due under
Note and the Related Documents as they may be modified herein, all accrued interest evidenced
by the Note being modified by
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this agreement and all accrued amounts due and payable under the Related Documents shall
continue to be due and payable until paid. Except for the above-quoted modification(s), the Note,
any Related Documents, and all the terms and conditions thereof, shall be and remain in full force
and effect with the changes herein deemed to be incorporated therein. This agreement is to be
considered attached to the Note and made a part thereof. This agreement shall not release or affect
the liability of any guarantor, surety or endorser of the Note or release any owner of collateral
securing the Note. The validity, priority and enforceability of the Note shall not be impaired
hereby. References to the Related Documents and to other agreements shall not affect or impair the
absolute and unconditional obligation of the Borrower to pay the principal and interest on the Note
when due, The Bank reserves all rights against all parties to the Note
| Borrower: |
||||||||
Address: 00000 Xxxx Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
ARI Network Services, Inc. | |||||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||||
| Xxxxxxx Xxxxxxxx CFO | ||||||||
| Printed Name Title | ||||||||
| Date Signed: | 5/11/07 | |||||||
BANK’S ACCEPTANCE
The foregoing agreement is hereby agreed to and acknowledged.
| Bank: | ||||||
| JPMorgan Chase Bank, N.A. | ||||||
| By: | /s/Xxxxxxx X. Xxxxxxx | |||||
| Xxxxxxx X. Xxxxxxx | ||||||
| Printed Name Title | ||||||
| Date Signed: | 5/18/07 | |||||
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