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EXHIBIT 10.31
AMENDMENT NUMBER SIX TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT, dated as of
September 12, 2000 (this "Amendment"), amends that certain Loan and Security
Agreement, dated as of April 23, 1998 (as amended from time to time, the "Loan
Agreement"), by and between MAI SYSTEMS CORPORATION, a Delaware corporation, and
HOTEL INFORMATION SYSTEMS, INC., a Delaware corporation (collectively the
"Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of Southern
Pacific Bank, a California corporation ("Coast"), on the other hand. All
initially capitalized terms used in this Amendment shall have the meanings
ascribed thereto in the Loan Agreement unless specifically defined herein.
R E C I T A L S
WHEREAS, Borrower and Coast wish to amend the Loan Agreement pursuant to
the terms and provisions set forth in this Amendment; and
NOW, THEREFORE, the parties hereto agree as follows:
A M E N D M E N T
Section 1. Section 1 of Amendment Number Five to the Loan Agreement is
hereby amended to reduce the amortization payments on the Bridge Loan to
Thirty-five Thousand Dollars ($35,000) per month instead of per week with each
and every said payment due and payable on the last day of each and every month
until December 8, 2000. Payments to increase to Thirty-five Thousand Dollars
($35,000) per week beginning December 15, 2000 with each and every said payment
due and payable on Friday of each and every week until the Bridge Loan and Term
Loan have been paid in full.
Section 2. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the receipt by Coast of an executed copy of this
Amendment executed by Borrower. Borrower shall pay to Coast a Fee of Ten
Thousand Dollars ($10,000) with such Fee earned upon the effectiveness of this
Amendment and shall be charged to the Borrower's loan account on January 15,
2001.
Section 3. ENTIRE AGREEMENT. The Loan Agreement, as amended hereby,
embodies the entire agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof. Borrower represents, warrants and agrees that in entering into
the Loan Agreement and consenting to this Amendment, it has not relied on any
representation, promise, understanding or agreement, oral or written, of, by or
with, Coast or any of its agents, employees, or counsel, except the
representations, promises, understandings and agreements specifically contained
in or referred to in the Loan Agreement, as amended hereby.
Section 4. CONFLICTING TERMS. In the event of a conflict between the
terms and provisions of this Amendment and the terms and provisions of the Loan
Agreement, the terms of
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this Amendment shall govern. In all other respects, the Loan Agreement, as
amended and supplemented hereby, shall remain in full force and effect.
Section 5. MISCELLANEOUS. This Amendment shall be governed by and
construed in accordance with the laws of the State of California. This Amendment
may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any party hereto may execute this Amendment by
signing such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.
BORROWER:
MAI SYSTEMS CORPORATION,
a Delaware corporation
By
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President or Vice President
HOTEL INFORMATION SYSTEMS, INC.,
a Delaware corporation
By
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President or Vice President
COAST:
COAST BUSINESS CREDIT,
a division of Southern Pacific Bank,
a California corporation
By
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