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EXHIBIT 10.8
AMENDMENT NUMBER ONE
TO LOAN AGREEMENT
THIS AMENDMENT NUMBER ONE, made and entered into this 2nd day of June,
1998, by and among INTRUST Bank, N.A. and NATIONAL BANK OF CANADA (herein
collectively referred to as "Banks") and T-NETIX, INC. (herein referred to as
"Borrower").
WITNESSETH:
WHEREAS, the parties hereto have previously entered into a Loan Agreement
dated June 2, 1997 (herein referred to as the "Loan Agreement"); and
WHEREAS, Borrower is currently indebted to Banks under promissory note
dated June 2, 1997, in the original principal amount of $5,000,000, having a
maturity date of June 2, 1998 (herein referred to as "Note #31367") and
promissory note dated June 2, 1997 evidencing a revolving credit facility in
the amount of $15,000,000, having a maturity date of June 2, 1998 (herein
referred to as "Note #31267"); and
WHEREAS, Borrower has requested, and Banks have agreed, to extend the
facility and renew the above identified notes under the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:
1. Section 1.1 of the Loan Agreement is deleted in its entirety and
replaced with the following language:
"Section 1.1. REVOLVING CREDIT FACILITY. Banks agree to establish a
revolving credit facility of $20,000,000 (the "Facility") in favor of
Borrower evidenced by a promissory note (the "Facility Note"), a copy of
which is attached hereto, which shall mature on June 2, 1999. The Facility
is a continuation of the facility dated June 2, 1997. The Facility Note is
a continuation of Note #31267 and Note #31367, and evidences the same
indebtedness evidenced by such two notes."
2. Section 1.5. TERM NOTE, is hereby modified and amended by deleting
the existing Section in its entirety and replacing it with the following:
"Banks agree to consolidate and continue the indebtedness evidenced by the
Term Note (also identified as Note #31367), as a part of the Facility Note
described in Section 1.1 hereof."
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3. Article II, REPRESENTATIONS AND WARRANTIES, is hereby amended and
modified by adding the following language as new Section 2.8:
"Section 2.8. Borrower has (i) undertaken an inventory, review, and
assessment of all areas within its business and operations that could be
adversely affected by the failure of Borrower to be Year 2000 Compliant on
a timely basis, (ii) developed a plan and timeline for becoming Year 2000
Compliant on a timely basis, and (iii) to date, implemented that plan in
accordance with that timetable in all material respects. Borrower
reasonably anticipates that it will be Year 2000 Compliant on a timely
basis. The plan includes written inquiry of each of Borrower's key
suppliers, vendors, and customers as to whether such persons will, on a
timely basis, be Year 2000 Compliant in all material respects and on the
basis of such inquiry Borrower believes that all such persons will be so
compliant. For the purposes hereof, "Year 2000 Compliant" means, with
regard to any entity, that all software, embedded microchips, and other
processing capabilities utilized by, and material to the business
operations or financial condition of, such entity are able to interpret and
manipulate data on and involving all calendar dates correctly and without
causing any abnormal ending scenario, including in relation to dates in and
after the Year 2000. For purposes hereof, "key suppliers, vendors and
customers" refers to those suppliers, vendors and customers of Borrower
whose business failure would, with reasonable probability, result in a
material adverse change in the business, properties, condition (financial
or otherwise), or prospects of Borrower."
4. WRITTEN AGREEMENTS. THIS AMENDMENT NUMBER ONE TO LOAN AGREEMENT,
TOGETHER WITH OTHER WRITTEN AGREEMENTS OF THE PARTIES IS THE FINAL EXPRESSION
OF THE AGREEMENT BETWEEN THE BANKS AND THE BORROWER, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE
PARTIES. ANY NON-STANDARD TERM MUST BE WRITTEN BELOW TO BE ENFORCEABLE.
BY SIGNING BELOW THE PARTIES AFFIRM THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN
THEM.
"Banks" "Borrower"
INTRUST Bank, N.A. T-NETIX, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxx
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Xxxxxx X. Xxxxxx Xxxx Xxxxxxxxx
Vice President Vice President
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NATIONAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx.
Vice President, Manager
5. The parties hereto reaffirm and ratify all the terms and conditions
contained in the Loan Agreement except as expressly modified and amended in
this Amendment Number One to Loan Agreement. Any security interest previously
granted to Banks by Borrower shall continue in full force and shall not be
adversely affected by this Amendment Number One to Loan Agreement.
6. This Amendment Number One to Loan Agreement shall be construed in
accordance with the laws of the State of Kansas.
7. The rights and obligations of the parties under this Amendment Number
One to Loan Agreement shall inure to the benefit of, and shall be binding upon
the heirs, personal representatives, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Amendment Number One
the day first above written.
"Banks" "Borrower"
INTRUST Bank, N.A. T-NETIX, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxx
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Xxxxxx X. Xxxxxx Xxxx Xxxxxxxxx
Vice President Vice President
NATIONAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx.
Vice President, Manager
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