EXECUTION COPY
EXHIBIT 10.14
COLLATERAL RELEASE AGREEMENT
THIS COLLATERAL RELEASE AGREEMENT (this "Agreement") is dated as
of September ___, by and between MAI SYSTEMS CORPORATION., a Delaware
corporation ("MAI") on the one hand and COAST BUSINESS CREDIT, a division of
Southern Pacific Bank, a California corporation ("Lender") on the other hand.
R E C I T A L S
WHEREAS, Lender has extended financial accommodations to MAI
pursuant to that certain Loan and Loan Documents, dated as of April 23, 1998, as
the same has been amended from time to time (the "Loan Agreement"), and pursuant
to all other documents, agreements and instruments executed and/or entered into
by MAI in connection with the Loan Agreement and delivered to Lender (the Loan
Agreement and such other documents, agreements and instruments hereinafter
collectively referred to as the "Loan Documents");
WHEREAS, MAI has executed an Asset Purchase Agreement ("Optimal
Asset Purchase Agreement") dated September ___, 2001 with Optimal Robotics, Inc.
("Optimal") whereby MAI has agreed to sell certain of its Legacy assets,
principally its hardware maintenance contracts (excluding software maintenance)
and related inventory and equipment, as listed on Schedules 1.1.1, 1.1.2 and
1.1.3, (the "Assets") which are attached hereto and incorporated herein by this
reference; and
WHEREAS, Section 2.1.2 of the Optimal Asset Purchase Agreement
requires that MAI secure release of all outstanding liens affecting the Assets
duly executed by the secured parties, including the Lender,
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
A G R E E M E N T
1. Incorporation of Recitals; Acknowledgments. The recitals
set forth above by this reference thereto are hereby incorporated into this
Agreement.
2. Agreement to Release Certain Collateral. On the Effective
Date, Lender agree to release their lien on the Assets as provided for in the
Loan Documents, and to execute any and all related documentation to effectuate
said release.
3. Covenants. In consideration for Lender' execution of this
Agreement, MAI agrees to pay, on or before the Effective Date, Lender' actual
attorney's fees related in any way to the negotiation and execution of this
Agreement (the "Fees").
4. Representations and Warranties. MAI hereby represents and
warrants to Lender that, as of the Effective Date:
4.1 All of MAI's representations and warranties
contained in this Agreement are true and correct on and as of the
Effective Date, as if then made (other than representations and
warranties which expressly related to an earlier date);
4.2 The execution and delivery of this Agreement by MAI
and the performance of the transactions contemplated thereby, (a) are
within MAI's corporate power, (b) have been duly authorized by all
necessary or proper corporate action, (c) when duly executed and
delivered by MAI, this Agreement shall constitute a legal, valid and
binding obligation of MAI enforceable against MAI in accordance with its
terms.
5. Effective Date. This Agreement shall become effective as
of the date first written above (the "Effective Date") upon Lender's receipt of
(i) counterparts hereof executed by MAI and Lender, and (ii) mutual execution
and delivery of the Optimal Asset Purchase Agreement and the exhibits and
schedules thereto.
6. Reference to and Effect on the Loan Documents.
6.1 This Agreement shall be limited solely to the
matters expressly set forth herein and shall not (i) constitute an
amendment or waiver of any term or condition of the Loan Documents, (ii)
prejudice any right or rights which Lender may now have or may have in
the future under or in connection with the Loan Documents, (iii) require
Lender to agree to a similar transaction on a future occasion or (iv)
create any rights herein to another person, entity or other beneficiary
or otherwise, except to the extent specifically provided herein.
6.2 Except to the extent specifically provided in
Section 2 above, the respective provisions of the Loan Documents, shall
not be amended, modified, waived, impaired or otherwise affected hereby,
and such documents and the Obligations under each of them are hereby
confirmed as being in full force and effect.
7. Miscellaneous. The headings herein are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. No
amendment, modification, termination or waiver of any provision of this
Agreement, or any consent to any departure by MAI therefrom, shall in any event
be effective unless the same shall be in writing and signed by all of the
Lender. Any waiver or consent shall be effective only in the specific instance
and for
the specific purpose for which it was given.
8. Sole Benefit of Parties. This Agreement is solely for the
benefit of the parties hereto and their respective successors and assigns, and
no other person or entity shall have any right, benefit or interest under or
because of the existence of this Agreement.
9. Further Assurances. MAI and Lender shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out the provisions of this Agreement.
10. Counterparts. This Agreement may be executed in any number
of separate counterparts, each of which shall collectively and separately
constitute one agreement.
11. GOVERNING LAW. THIS AGREEMENT, AND ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS
OF THE UNITED STATES OF AMERICA.
* * *
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
MAI SYSTEMS CORPORATION
By:______________________________
Name: Xxxxx X. Xxxxx
Title: Chief Financial and Operating Officer
COAST BUSINESS CREDIT,
A DIVISION OF SOUTHERN PACIFIC BANK,
A CALIFORNIA CORPORATION
By:______________________________
Name:
Title:
