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AMENDMENT TO SUBORDINATED NOTE DUE 2003
THIS AMENDMENT TO SUBORDINATED NOTE DUE 2003 (the "Amendment")
is dated as of April 18, 2002 ("Effective Date") by and between MAI Systems
Corporation, a Delaware corporation ("MAKER") on the one hand and CSA Private
Limited, a Singapore business entity ("HOLDER") on the other hand.
R E C I T A L S
WHEREAS, MAKER executed a subordinated promissory note in
favor of HOLDER in the amount of $2,800,000 effective December 1, 2000 (the
"Note"); and
WHEREAS, MAKER and HOLDER desire to amend the terms of the
Note as set forth herein,
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
A G R E E M E N T
1. Incorporation of Recitals; Acknowledgments. The recitals
set forth above by this reference thereto are hereby incorporated into this
Amendment.
2. Amended Terms.
2.1 If, but only if each of the conditions set forth
in clauses (a), (b) and (c) of Section 2.3 are satisfied in
full, then, during the period of time commencing on the first
date upon which all of such conditions are so satisfied, and
continuing until February 28, 2003, MAKER shall not be in
default under the Note for failure to make any further
payments thereunder.
2.2 If, but only if each of the conditions set forth
in clauses (a), (b), (c) and (d) of Section 2.3 are satisfied
in full, then the Note shall be deemed paid in full on the
first date upon which all of such conditions are so satisfied
and all collateral under the Security Agreement between MAKER
and HOLDER dated December 1, 2001 shall be immediately
released by HOLDER.
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2.3 The following conditions are required to be met
without exception, and failure to satisfy any such condition
shall cause this Amendment to terminate and no longer be of
any force or effect:
(a) Until such time as clauses (b) and (c) of
this Section 2.3 shall have been satisfied
in full, all amounts due and payable under
the Note shall have been paid by wire
transfer as prescribed in the Note (with the
exception of the March 1, 2002 payment of
$37,500.00, which may be paid by check) on
or prior to the scheduled payment date set
forth in the Note (with the exception of the
scheduled April 1, 2002 and May 1, 2002
payments of $37,500.00, which shall have
been paid by wire transfer no later than
April 26, 2002 and May 15, 2002,
respectively.), and all such payments shall
have been received and recognized by HOLDER.
(b) On or before June 15, 2002, MAKER shall have
paid to HOLDER under the Note, in addition
to the amounts described in clause (a) of
this Section 2.3, a prepayment in the amount
of Five Hundred Thousand Dollars
($500,000.00).
(c) On or before December 31, 2002, MAKER shall
have paid to HOLDER under the Note, in
addition to the amounts described in clauses
(a) and (b) of this Section 2.3, a
prepayment in the amount of Five Hundred
Thousand Dollars ($500,000.00).
(d) On or before February 28, 2003, MAKER shall
have paid to HOLDER under the Note, in
addition to the amounts described in clauses
(a), (b) and (c) of this Section 2.3, a
payment in the amount of Four Hundred
Thousand Dollars ($400,000.00).
3. Fees. The parties shall be responsible for their own
attorney fees and any other costs associated in any way with the negotiation and
execution of this Amendment (the "Fees").
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4. Representations and Warranties. MAKER hereby represents and
warrants to HOLDER that, as of the Effective Date:
4.1 All of MAKER's representations and warranties
contained in this Amendment are true and correct on and as of
the Effective Date, as if then made (other than
representations and warranties which expressly related to an
earlier date);
4.2 The execution and delivery of this Amendment by
MAKER and the performance of the transactions contemplated
thereby, (a) are within MAKER's corporate power, (b) have been
duly authorized by all necessary or proper corporate action,
(c) when duly executed and delivered by MAKER, this Amendment
shall constitute a legal, valid and binding obligation of
MAKER enforceable against MAKER in accordance with its terms.
5. Effective Date. This Amendment shall become effective as of
the date first written above (the "Effective Date") upon ▇▇▇▇▇▇'s receipt of
counterparts hereof executed by MAKER.
6. Reference to and Effect on the Note.
6.1 This Amendment shall be limited solely to the
matters expressly set forth herein and shall not (i)
constitute an amendment or waiver of any term or condition of
the Note, except as stated herein, (ii) prejudice any right or
rights which HOLDER may now have or may have in the future
under or in connection with the Note, (iii) require HOLDER to
agree to a similar transaction on a future occasion or (iv)
create any rights herein to another person, entity or other
beneficiary or otherwise, except to the extent specifically
provided herein.
6.2 Except to the extent specifically provided
herein, the respective provisions of the Note, shall not be
amended, modified, waived, impaired or otherwise affected
hereby, and the Note is hereby confirmed as being in full
force and effect.
7. Miscellaneous. The headings herein are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. No
amendment, modification, termination or waiver of any provision of this
Amendment, or any consent to any departure by MAKER therefrom, shall in any
event be effective unless the same shall be in writing and signed by ▇▇▇▇▇▇. Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given.
8. Sole Benefit of Parties. This Amendment is solely for the
benefit of the parties hereto, and their respective successors and assigns, and
no other person or entity shall have any right, benefit or interest under or
because of the existence of this Amendment.
9. Further Assurances. MAKER and HOLDER shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out
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the provisions of this Amendment.
10. Counterparts. This Amendment may be executed in any number
of separate counterparts, each of which shall collectively and separately
constitute one agreement.
11. Governing Law. THIS AMENDMENT, AND ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS
OF THE UNITED STATES OF AMERICA.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
MAI SYSTEMS CORPORATION,
a Delaware Corporation
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial and Operating Officer
CSA PRIVATE LIMITED,
A SINGAPORE BUSINESS ENTITY
By:
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Name:
Title:
CONSENT TO AMENDMENT BY COMPUTER SCIENCES CORPORATION:
By:
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Name:
Title:
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