AMENDMENT NUMBER FOUR TO
LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER FOUR TO LOAN AND SECURITY
AGREEMENT (this "Amendment") is entered into as of April 29,
1999, by and between Foothill Capital Corporation, a California
corporation ("Foothill"), on the one hand, and Intergraph
Corporation, a Delaware corporation ("Borrower"), with reference
to the following facts:
A. Foothill and Borrower heretofore have entered into that
certain Loan and Security Agreement, dated as of December 20,
1996 (as heretofore amended, supplemented, or otherwise modified,
the "Agreement");
B. Borrower has requested Foothill to amend the Agreement to,
among other things, reduce the minimum Net Worth covenant for
calendar year 1999 as set forth in this Amendment;
C. Foothill is willing to so amend the Agreement in accordance
with the terms and conditions hereof; and
D. All capitalized terms used herein and not defined herein
shall have the meanings ascribed to them in the Agreement, as
amended hereby.
NOW, THEREFORE, in consideration of the above recitals
and the mutual premises contained herein, Foothill and Borrower
hereby agree as follows:
1. Amendments to the Agreement. Section 7.20(b) of the
Agreement hereby is amended and restated in its entirety to read
as follows:
(b) Net Worth. Net Worth, measured on a fiscal
quarter-end basis, during each period set forth below
of at least the minimum amount corresponding thereto:
Period Minimum Net Worth
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From the Closing Date $325,000,000
through December 31,
1998
January 1, 1999 $300,000,000
through December 31,
1999
January 1, 2000 and $325,000,000
thereafter
2. Representations and Warranties; Covenants. Borrower
hereby represents and warrants to Foothill that: (a) the
execution, delivery, and performance of this Amendment and of the
Agreement, as amended by this Amendment, are within its corporate
powers, have been duly authorized by all necessary corporate action,
and are not in contravention of any law, rule, or regulation, or any
order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws, or of any contract or undertaking to which
it is a party or by which any of its properties may be bound or
affected; and (b) this Amendment and the Agreement, as amended by
this Amendment, constitute Borrower's legal, valid, and binding
obligation, enforceable against Borrower in accordance with its
terms.
3. Conditions Precedent to Amendment. The satisfaction
of each of the following on or before April 29, 1999, shall constitute
conditions precedent to the effectiveness of this Amendment:
a. Foothill shall have received the reaffirmation and
consent of each of the Obligors (other than Borrower) attached hereto
as Exhibit A, duly executed and delivered by the respective
authorized officials thereof;
b. Foothill shall have received all required consents
of Foothill's participants in the Obligations to Foothill's
execution, delivery, and performance of this Amendment and each
such consent shall be in form and substance satisfactory to
Foothill, duly executed, and in full force and effect;
c. Foothill shall have received a certificate from the
Secretary or Assistant Secretary of Borrower attesting to the
incumbency and signatures of authorized officers of Borrower and
to the resolutions of Borrower's Board of Directors authorizing
its execution and delivery of this Amendment and the performance
of this Amendment and the Agreement as amended by this Amendment,
and authorizing specific officers of Borrower to execute and
deliver the same;
d. The representations and warranties in this
Amendment, the Agreement as amended by this Amendment, and the other
Loan Documents shall be true and correct in all respects on and as of
the date hereof, as though made on such date (except to the
extent that such representations and warranties relate solely to
an earlier date);
e. No Event of Default or event which with the giving
of notice or passage of time would constitute an Event of Default shall
have occurred and be continuing on the date hereof, nor shall
result from the consummation of the transactions contemplated
herein;
f. No injunction, writ, restraining order, or other
order of any nature prohibiting, directly or indirectly, the consummation
of the transactions contemplated herein shall have been issued
and remain in force by any governmental authority against
Borrower, Foothill, or any of their Affiliates;
g. The Collateral shall not have declined materially in
value from the values set forth in the most recent appraisals or field
examinations previously done by Foothill; and
h. All other documents and legal matters in connection
with the transactions contemplated by this Amendment shall have been
delivered or executed or recorded and shall be in form and
substance satisfactory to Foothill and its counsel.
4. Effect on Agreement. The Agreement, as amended hereby,
shall be and remain in full force and effect in accordance with
its respective terms and hereby is ratified and confirmed in all
respects. The execution, delivery, and performance of this
Amendment shall not operate as a waiver of or, except as
expressly set forth herein, as an amendment, of any right, power,
or remedy of Foothill under the Agreement, as in effect prior to
the date hereof.
5. Further Assurances. Borrower shall execute and deliver all
agreements, documents, and instruments, in form and substance
satisfactory to Foothill, and take all actions as Foothill may
reasonably request from time to time, to perfect and maintain the
perfection and priority of Foothill's security interests in the
Collateral and the Real Property, and to fully consummate the
transactions contemplated under this Amendment and the Agreement,
as amended by this Amendment.
6. Miscellaneous.
a. Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement", "hereunder", "herein",
"hereof" or words of like import referring to the Agreement shall
mean and refer to the Agreement as amended by this Amendment.
b. Upon the effectiveness of this Amendment, each
reference in the Loan Documents to the "Loan Agreement", "thereunder",
"therein", "thereof" or words of like import referring to the
Agreement shall mean and refer to the Agreement as amended by
this Amendment.
c. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute
this Amendment by signing any such counterpart. Delivery of an
executed counterpart of this Amendment by telefacsimile shall be
equally as effective as delivery of an original executed
counterpart of this Amendment. Any party delivering an executed
counterpart of this Amendment by telefacsimile also shall deliver
an original executed counterpart of this Amendment but the
failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this
Amendment.
[Remainder of page left intentionally blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first written above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: /s/ Vice President
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INTERGRAPH CORPORATION, a Delaware
corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: /s/ VP & Treasurer
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EXHIBIT A
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Reaffirmation and Consent
All capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in that
certain Amendment Number Four to Loan and Security Agreement,
dated as of April 29, 1999 (the "Amendment"). Each of the
undersigned hereby (a) represents and warrants to Foothill that
the execution, delivery, and performance of this Reaffirmation
and Consent are within its corporate powers, have been duly
authorized by all necessary corporate action, and are not in
contravention of any law, rule, or regulation, or any order,
judgment, decree, writ, injunction, or award of any arbitrator,
court, or governmental authority, or of the terms of its charter
or bylaws, or of any contract or undertaking to which it is a
party or by which any of its properties may be bound or affected;
(b) consents to the amendment of the Agreement by the Amendment;
(c) acknowledges and reaffirms its obligations owing to Foothill
under the Pledge Agreement and any other Loan Documents to which
it is party; and (d) agrees that each of the Pledge Agreement and
any other Loan Documents to which it is a party is and shall
remain in full force and effect. Although each of the
undersigned has been informed of the matters set forth herein and
has acknowledged and agreed to same, it understands that Foothill
has no obligation to inform it of such matters in the future or
to seek its acknowledgement or agreement to future amendments,
and nothing herein shall create such a duty.
M&S COMPUTING INVESTMENTS, INC., a
Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Director
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INTERGRAPH DELAWARE, INC., a Delaware
corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Director
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