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Exhibit 4.3(e)
LANVISION SYSTEMS, INC.
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT ("Amendment") is executed
pursuant to and made a part of the Loan and Security Agreement dated July 17,
1998, by and between LANVISION SYSTEMS, INC., a Delaware corporation
("Borrower"), and THE HILLSTREET FUND, L.P., a Delaware limited partnership
("Lender"), as amended by letter agreements dated March 18, 1999, April 12,
1999, September 14, 1999 and Amendment Number 1, dated November 25, 1998, an
Amendment dated February 11, 2000, and Amendment Number 3, dated September 5,
2000 ( as amended, the "Loan Agreement").
WHEREAS, Borrower and Lender wish to further amend the Loan Agreement
in accordance with the terms and provisions hereof.
NOW, THEREFORE, the parties agree as follows:
1. AMENDMENTS TO LOAN AGREEMENT. The following amendments shall be made
to the terms of the Loan Agreement:
(a) MINIMUM REVENUES AND EBIT. Section 6.4 of the Loan Agreement
shall be amended in its entirety to read as follows:
"Section 6.4 MINIMUM REVENUES AND EBIT.
(a) MINIMUM REVENUES. On each of the Computation Dates set forth
below, the Borrower shall not permit the total cumulative
revenues (calculated for the period of time beginning on
February 1, 2001 through such Computation Date) to be less than
the minimum amount set forth bellow:
MINIMUM
COMPUTATION DATE CUMULATIVE REVENUES
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April 30, 2001 $1,800,000
July 31, 2001 $4,100,000
October 31, 2001 $6,900,000
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January 31, 2002 $10,200,000
(b) MINIMUM EBIT. On each Computation date set forth below, the
Borrower shall not permit the total Cumulative EBIT ( calculated
for the period of time beginning on February 1, 2001 through
such Computation Date) to be less than the minimum amount set
forth below:
MINIMUM
COMPUTATION DATE CUMULATIVE EBIT
---------------- ---------------
April 30, 2001 $(200,000)
July 31, 2001 $ -0-
October 31, 2001 $700,000
January 31, 2002 $1,100,000
(c) NET WORTH. Section 6.5 of the Loan Agreement shall be amended in
its entirety to read as follows:
"Section 6.5 NET WORTH. "On each of the Computation Dates
set forth below, the Borrower shall not permit the Net
Worth to be less than the minimum amount set forth below:
MINIMUM
COMPUTATION DATE NET WORTH
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April 30, 2001 $1,200,000
July 31, 2001 $1,400,000
October 31, 2001 $1,600,000
January 31, 2002 $1,800,000
Borrower and Lender shall amend this Agreement on or before February 28, 2002,
to provide covenant compliance (at minimum levels acceptable to Lender)
under Section 6.4(a), 6.4 (b) and 6.5 for April 30, 2002, and each
Computation date thereafter. If Borrower and Lender do not agree to
amendments to such sections, the Borrower shall be deemed to be in default
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under the terms of these sections."
(b) Section 2 of the Loan Agreement shall be amended to add the
following:
"Section 2.12 ADDITIONAL SPECIAL PAYMENT. Borrower has accrued
on its balance sheet at January 31, 2001 the sum of One Million
Four Hundred Forty-two Thousand Two Hundred Eighty-five and
01/100 Dollars ($1,442,285.01) (after giving effect to a Special
Payment made by Borrower pursuant to the Third Amendment to Loan
Agreement) as a liability to Lender, representing the amount of
the additional fee accrued through January 31, 2001 to guarantee
Lender a minimum compounded annual internal rate of return of
twenty-five percent (25%) at maturity on July 31, 2004 pursuant
to Section 2.3(c) of the Loan Agreement (the "Yield Guarantee at
Maturity"). Borrower has agreed to pay to Lender the sum of Five
Hundred Thousand Dollars ($500,000) of such accrued amount
contemporaneously with the execution of this Fourth Amendment,
April 2, 2001 (the "Special Payment Two"). Accordingly, upon
payment in full of the Term Loan, Lender agrees to credit
against the amount of the Yield Guarantee at Maturity due Lender
an amount equal to the future value of Five Hundred Thousand
Dollars ($500,000), compounded at an assumed interest rate of
six percent (6%) per annum from the date hereof to the date of
payment of the Term Loan. The amount so computed is referred to
as the "Future Credit Amount." For example, if the Loan is paid
in full at maturity on July 31, 2004, the Future Credit Amount
shall be equal to Six Hundred Seven Thousand, One Hundred
Sixty-eight and 18/100 Dollars ($607,168.18). Notwithstanding
this Special Payment Two of Five Hundred Thousand Dollars
($500,000), Borrower shall be liable to Lender for the full
amount of the Yield Guarantee at Maturity as if this Special
Payment Two had not been made, and will continue to accrue an
amount to satisfy such Yield Guarantee at Maturity on a monthly
basis as if this Special Payment Two had not been made."
2. REAFFIRMATION OF COVENANTS, REPRESENTATIONS AND WARRANTIES. Borrower
hereby agrees and covenants that all representations and warranties
in the Loan Agreement including, without limitation, all of those
representations and warranties set forth in Article 4, are true and
accurate as of the date hereof. Borrower further reaffirms all
covenants in the Loan Agreement and reaffirms each of the covenants
set forth in Articles 5 & 6 thereof, as if fully set forth herein,
except to the extent modified by this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to Loan Agreement as of the 0xx.xxx of April, 2001.
LENDER: BORROWER:
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THE HILLSTREET FUND, L.P. LANVISION SYSTEMS, INC.
By : HillStreet Capital, Inc. By: /s/ J. Xxxxx Xxxxx
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Its: Investment Manager J. Xxxxx Xxxxx
Chief Executive Officer
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
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Xxxxxxxxx X. Xxxxxxxxx, President
Date: 4/2/01 Date: 4/2/01
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