Exhibit 10.1
EIGHTH AMENDMENT TO BUSINESS LOAN AGREEMENT
Between
CFI PROSERVICES, INC.
and
BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION
March 31, 1998
EIGHTH AMENDMENT TO BUSINESS LOAN AGREEMENT
THIS EIGHTH AMENDMENT TO BUSINESS LOAN AGREEMENT ("Amendment") is made
between CFI ProServices, Inc., an Oregon corporation ("Borrower"), and Bank of
America National Trust & Savings Association, successor by merger to Bank of
America Oregon (including its successors and/or assigns, "Bank").
BACKGROUND
A. On November 8, 1995, Bank and Borrower executed that certain Business
Loan Agreement ("Original Agreement"), in which Bank agreed to lend, and
Borrower agreed to borrow, a revolving line of credit in the maximum original
principal sum of $5,000,000.00. Since the date of the Original Agreement, Bank
and Borrower have entered into the following amendments that have changed
certain terms and conditions of the Original Agreement, including but without
limitation (i) increasing the maximum amount of the revolving line of credit to
$9,000,000 ("Loan") and (ii) extending the maturity date of the Loan to May 1,
1998: Amendment No. 1 to Business Loan Agreement, dated as of May 17, 1996
("First Amendment"); Amendment No. 2 to Business Loan Agreement, dated as of
July 1, 1996 ("Second Amendment"); Amendment No. 3 to Business Loan Agreement,
dated as of September 24, 1996 ("Third Amendment"); Amendment No. 4 to Business
Loan Agreement, dated as of November 21, 1996 ("Fourth Amendment"); Amendment
No. 5 to Business Loan Agreement, dated as of December 31, 1996 ("Fifth
Amendment"); Sixth Amendment to Business Loan Agreement, dated as of March 1,
1997; and Seventh Amendment to Loan Agreement, dated as of June 1, 1997
("Seventh Amendment"). The Original Agreement, as modified by the First
Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment,
Sixth Amendment and Seventh Amendment, is hereinafter called the "Agreement".
B. Bank and Borrower desire to enter into this Amendment to set forth the
terms and conditions on which the Loan shall be extended.
AGREEMENTS
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Bank and Borrower, the parties agree to amend the Agreement as
follows:
I. LINE OF CREDIT AMOUNT AND TERMS
1. COMMITMENT. Subsection 1.1(a) of the Agreement is hereby
deleted in its entirety, and the following Subsection 1.1(a) is inserted in
its place:
(a) During the availability period described below, the Bank
will provide a line of credit to the Borrower. The
"Commitment" shall be as follows: for the period commencing
March 31, 1998 and continuing through the Expiration Date,
the amount of the line of credit shall be Ten Million and
No/100 Dollars ($10,000,000.00), subject to the Borrowing
Base (as defined in the Seventh Amendment to the Agreement,
dated on or about June 1, 1997).
2. MAXIMUM AMOUNT OF THE LINE OF CREDIT. Subsection 1.1(c) of the
Agreement is hereby deleted in its entirety, and the following Subsection 1.1(c)
is inserted in its place:
(c) Borrower shall not permit the outstanding principal balance
of the line of credit to exceed the lesser of (i) Ten
Million and No/100 Dollars ($10,000,000.00), or (ii) the
amount of the Borrowing Base.
3. AVAILABILITY PERIOD. Section 1.2 of the Agreement is
hereby deleted in its entirety, and the following Section 1.2 is inserted in
its place:
1.2 AVAILABILITY PERIOD. The line of credit is available between
the date of this Agreement and May 1, 2000 ("Expiration
Date").
II. CURRENT RATIO. Subsection 6.3 of the Agreement is hereby deleted in its
entirety, and the following Subsection 6.3 is inserted in its place:
6.3 CURRENT RATIO. To maintain a ratio of current assets to
the sum of current liabilities plus any debt owing to
Bank equal to at least the amounts indicated below for
each date specified below; provided that Borrower shall
not be in default of this covenant if noncompliance
with the ratios indicated below is cured within 45 days
of the applicable dates noted below and such cure is
documented on a month-end financial statement
acceptable to the Bank:
Date Ratio
---- -----
12/31/97, 3/31/98, 6/30/98 1.20
9/30/98, 12/31/98 1.25
3/31/99, 6/30/99 1.30
9/30/99, 12/31/99 1.40
3/31/00 1.50
III. REPRESENTATIONS AND WARRANTIES. As of the date of this Amendment, Borrower
makes the following representations and warranties to Bank, on which Bank is
relying in entering into this Amendment:
1. EXISTENCE. Borrower is licensed as a corporation under the laws
of the State of Oregon and has the power, authority and legal right to own
or lease and operate property and conduct business.
2. ENFORCEABILITY. The execution, delivery and performance of this
Amendment has been duly authorized and is not in conflict with the terms
of any agreement of Borrower, and this Amendment is enforceable against
Borrower according to its terms.
3. NO LEGAL BAR. The execution, delivery and performance of this
Amendment does not violate any (i) existing law or regulation applicable
to Borrower; (ii) ruling applicable to Borrower of any court, arbitration
or governmental agency or
similar body; or (iii) mortgage, indenture, lease, contract, undertaking or
other agreement to which Borrower is a party.
4. YEAR 2000. Borrower has conducted a comprehensive review and
assessment of Borrower's computer applications and made inquiry of
Borrower's key suppliers, vendors and customers with respect to the `year
2000 problem" (that is , the risk that computer applications may not be
able to properly perform date-sensitive functions after December 31, 1999)
and, based on that review and inquiry, Borrower does not believe the year
2000 problem will result in a material adverse change in Borrower's
business condition (financial or otherwise), operations, properties, or
prospects, or ability to repay the Obligations.
IV. CONDITIONS PRECEDENT. Payment of Fees and Delivery of Documents. Unless
waived in writing by Bank, this Amendment shall be of no force or effect until
Borrower delivers to Bank a fully executed copy of this Amendment and pays the
Bank's attorney's fees for the preparation of this Amendment.
V. MISCELLANEOUS. Except as expressly amended by this Amendment, the Agreement
remains in full force and effect and is hereby ratified and confirmed. This
Amendment shall be governed by the laws of the State of Oregon. If any provision
or clause of this Amendment conflicts with applicable law, such conflict shall
not affect other provisions or clauses hereof which can be given effect without
the conflicting provision, and to this end the provisions hereof are declared to
be severable. The captions and headings of the sections of this Amendment are
for convenience only and shall not be used to interpret or define the provisions
hereof. This Amendment may be signed in any number of counterparts and shall
constitute an enforceable agreement when all signed counterparts are assembled
together in one Amendment that is signed by all parties.
WRITTEN AGREEMENTS: UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS
MADE BY THE BANK AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT
EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED
SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND
BE SIGNED BY THAT BANK TO BE ENFORCEABLE.
Borrower: Bank:
CFI PROSERVICES, INC. BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /S/ R. E. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: R. E. ▇▇▇▇▇▇
Its: VP & CFO Its: VP & Relationship Manager