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EXHIBIT 10.32
SECOND AMENDMENT TO LOAN AGREEMENT
This Second 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 Xxxxx Xxxxxxxxx Xxxxxxxxx, 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 Xxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxx Xxxxxxx, Xxxxxxxxxx 00000 (Broadway, Elite, TMC and Elite International are
hereinafter jointly and severally referred to as, the "Borrower"), FLEET
NATIONAL BANK, a national banking association organized under the laws of the
United States and having an office at 00 Xxxxx 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 __, 1997 (as 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
Second Amendment to Loan Agreement.
2. Effective as of the date hereof, the first paragraph only of Section
5.1.13 of the Loan Agreement is hereby amended to read in its entirety:
Section 5.1.13. Minimum Adjusted Net Income. Maintain a Minimum
Adjusted Net Income at each Borrower fiscal quarter end for the
immediately preceding Borrower fiscal quarter, in an amount not less
than (i) $125,000 for the
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Xxxxxxxx xxxxxx xxxxxxx xxxxxx Xxxx 00, 0000, (xx) $700,000 for the
Borrower fiscal quarter ending September 30, 1997, (iii) $700,000 for
the Borrower fiscal quarter ending December 31, 1997 and (iv)
$1,000,000 thereafter. Maintain a Minimum Adjusted Net Income at each
Borrower fiscal year end for the immediately preceding Borrower fiscal
year in an amount not less than (i) $2,500,000 for the Borrower fiscal
year ending December 31, 1997 and (ii) $4,000,000 thereafter.
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 Second Amendment to Loan Agreement shall be effective as of
December 31, 1997.
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IN WITNESS WHEREOF, the Borrower and the Agent have caused this Second
Amendment to Loan Agreement to be executed as a sealed instrument by their
proper representatives hereunto duly authorized as of the 6th day of
February, 1998.
Witness: Broadway & Seymour, Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Asst. Secretary Xxxxx Xxxxxx, Treasurer
Witness: Elite Information Systems, Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Asst. Secretary Xxxxx Xxxxxx, Treasurer
Witness: The Minicomputer Company of Maryland, Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Asst. Secretary Xxxxx Xxxxxx, Treasurer
Witness: Elite Information Systems International, Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Asst. Secretary Xxxxx Xxxxxx, 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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VP Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
