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EXHIBIT 10.6A
AMENDMENT NO. 1 TO THE
LOAN AND WARRANT PURCHASE AGREEMENT
(THE "LENDER")
This Amendment No. 1 (the "Amendment"), to the Loan and Warrant
Purchase Agreement, dated March 2, 1993 (the "Purchase Agreement"), by and
between PNC Capital Corp (the "Lender") and Best Programs, Inc. (the
"Borrower") is dated as of September 24, 1997.
Capitalized terms not otherwise defined in this Agreement shall have
the respective meanings set forth in the Purchase Agreement.
WHEREAS, in order to reflect certain changed circumstances, and in
consideration of the terms and conditions contained in this Amendment and the
Purchase Agreement, the Lender and the Borrower, intending to be legally bound,
hereby agree as follows:
1. In the first paragraph of the preamble to the
Purchase Agreement, the name of the Borrower shall be
changed from Best Programs, Inc. to Best Software,
Inc.
2. Section 7.4 of the Purchase Agreement shall be
deleted in its entirety and replaced with the
following:
"Section 7.4. Board Representation. Until
the earlier of (i) such time as Lender is the holder
of less than two percent (2%) of the Common Stock, as
calculated on a fully diluted basis, including all
shares issuable upon conversion of Preferred Stock
and upon exercise of the Warrant and all other
warrants and granted options, or (ii) the closing of
a Qualifying Public Offering, Lender shall have the
right to designate one member of the Board of
Directors, which Board of Directors shall not exceed
eight (8) members in total. The member of the Board
of Directors designated by Lender shall be entitled
to receive Director's fees equal to those fees paid
to other non-management Directors, and shall be
entitled to reimbursement of all reasonable
out-of-pocket expenses incurred in connection with
attendance at such meeting. If Borrower reasonably
objects to any successor to succeed ▇▇▇▇▇ Del Presto,
designated by Lender pursuant to this Section 7.4,
Lender shall designate another individual to serve on
Borrower's Board of Director."
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3. Section 10.9 shall be amended as follows:
The first line of the Borrower's address
shall be amended to read "Best Software,
Inc."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first written above.
PNC CAPITAL CORP
By:
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Name:
Title:
BEST SOFTWARE, INC.
By:
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Name:
Title: