EXHIBIT 10.73
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
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This Amendment No. 3, dated April 16, 1997, to the Loan and Security
Agreement, dated as of October 26, 1995, as amended in Amendment No. 1 to Loan
and Security Agreement, dated as of December 31, 1996 and as amended in
Amendment No. 2 to Loan and Security Agreement, dated as of March 17, 1997
(collectively, the "Loan and Security Agreement") is by and among People's Bank,
a Connecticut banking corporation having its chief executive office at 000 Xxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000 ("Secured Party"), Information Management
Associates, Inc., a Connecticut corporation having its chief executive office
located at Xxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 ("IMA"), and
Information Management Associates Limited, a company registered in England and
having its principal office at Suite 404, Exchange Tower, One Harbour Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxx X00 0XX ("IMA Limited"). Capitalized terms used herein
and not defined herein shall have the meanings assigned to them in the Loan and
Security Agreement.
WHEREAS, the parties named above have heretofore entered into the Loan and
Security Agreement, the Term Note and the Line of Credit Note; and
WHEREAS, the parties named above acknowledge the need to clarify certain
covenants and definitions related thereto which were amended in Amendment No. 1
to Loan and Security Agreement dated as of December 31, 1996 ("Amendment No. 1")
to conform to their mutual intent and understanding; and
WHEREAS, the parties named above acknowledge that they desire to make
certain amendments to the Loan and Security Agreement to clarify any ambiguities
pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and in further
consideration of the mutual covenants contained herein, the parties hereto agree
as follows:
Section Amendments.
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A. Paragraph 2(w) of the Loan and Security Agreement is hereby
deleted in its entirety and the following shall be substituted in lieu thereof:
"(w) "Tangible Net Worth" shall mean the aggregate tangible assets of
Debtor, less the aggregate liabilities, as determined in accordance
with generally accepted accounting principles, but excluding from
liabilities of Debtor for purposes of this definition subordinated
indebtedness, the Term Loan, redeemable convertible preferred stock
and redeemable common stock warrants."
B. Paragraph 6(a) of the Loan and Security Agreement is hereby
amended by deleting subclause (iii) thereof and substituting the following
therefor:
"(iii) a Tangible Net Worth of not less than $1,500,000."
C. The parties agree that this Amendment No. 3 has been made to
clarify certain covenants and definitions contained in Amendment No. 1 in order
to conform to the parties' mutual intent and understanding. This Amendment No. 3
will be effective as of December 31, 1996 and for all periods thereafter.
Section Miscellaneous
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A. Except as expressly modified herein, the Loan and Security
Agreement shall otherwise remain unmodified and in full force and effect. IMA
and IMA Limited acknowledge that they are validly indebted to Secured Party
under the Loan and Security Agreement, as amended hereby, without defense,
counterclaim or offset and that all obligations of IMA and IMA Limited
thereunder and under the Notes continue to be secured by a valid, perfected
First Lien Security Interest in the collateral.
B. IMA and IMA Limited hereby represent and warrant to the Secured
Party that each of IMA and IMA Limited has duly authorized the execution,
delivery and performance of this Amendment No. 3 to the Loan and Security
Agreement and this Amendment No. 3 to the Loan and Security Agreement has been
duly executed and delivered by each of IMA and IMA Limited and constitutes a
legal, valid and binding obligation of each of IMA and IMA Limited, enforceable
in accordance with their respective terms.
C. This Amendment No. 3 to the Loan and Security Agreement may be
executed in several original counterparts. Each such counterpart shall, for all
purposes, be deemed to be an original, and all counterparts shall together
constitute one and the same instrument.
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The parties have executed this Amendment No. 3 to the Loan and
Security Agreement as of the date first above written.
PEOPLE'S BANK
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
INFORMATION MANAGEMENT ASSOCIATES,
INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
INFORMATION MANAGEMENT ASSOCIATES
LIMITED
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Director
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