Exhibit 10.17
REVOLVING CREDIT LOAN AGREEMENT
INTERACTIVE INTELLIGENCE, INC. (collectively called "Borrower") hereby applies
to SOCIETY NATIONAL BANK, Indiana, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ (the "Bank") for revolving credit loans to be evidenced by a Revolving
Credit Loan Agreement Note of even date herewith and attached hereto (the
"Note") subject to the following provisions and such other provisions set forth
in the Note:
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the Borrower and Bank hereby agrees as follows:
1. Commitment For Revolving Credit.
a. The Bank will make loans to the Borrower in whole or In part and from
time to time on and after the date hereof through and including April
30, 1996, (the "Termination Date" ) up to, but not exceeding, an
aggregate principal amount of $300,000.00 outstanding at any one time
(collectively called the "Loans"). The Borrower may borrow, repay, and
reborrow the Loans. All Loans shall be evidenced by the Note, and
shall mature on the Termination Date.
b. The obligation of the Bank to make any Loan is subject to the
conditions that at the date of making such Loan, and after giving
effect thereto, no Event of Default shall have occurred hereunder
and each warranty by Borrower below is true and correct as of such
date as if then made.
2. Warranties. The following warranties by the Borrower shall survive and
continue after execution and delivery of this Agreement and the Bank's
making the Loans:
a. The business operations of the Borrower are organized as a CORPORATION
b. If the Borrower is a corporation, the Borrower is duly organized,
validly existing and in good standing under the laws of Indiana
c. There are no material pending or, to the best of Borrower's knowledge,
threatened actions or proceedings before any court or administrative
agency, Federal or state, except as disclosed in a letter delivered by
the borrower to the Bank at or prior to the execution of this
Agreement.
d. The Borrower has filed all tax returns required to be filed and paid
all taxes due pursuant to such returns or to any assessment received.
The Internal Revenue Service has not asserted any liability for taxes
in excess of those already paid by the Borrower, and its property is
free of any tax liens.
e. The execution and performance of this Agreement, the Note, and the
Related Loan Documents, if any, are within the Borrower's powers, have
been duly authorized by appropriate corporate or partnership action,
are not in contravention of the terms of Borrower's articles of
incorporation, by-laws, regulations, close corporation agreement,
partnership agreement or certificate, or capital stock or any
amendment thereof (such documents herein called "Organization
Documents") and are not in contravention of any law or of any other
agreement to which Borrower is a party or by which it is bound.
f. All financial statements, statements as to ownership, and other
statements heretofore or hereafter given to the Bank in connection
with this Agreement, are or will be accurate and complete in all
material respects, subject to any limitation stated therein, and the
Borrower is the owner of all property in which the Borrower has given
or is giving a security interest to the Bank, free from all claims,
liens, encumbrances and other security Interests. The Borrower will
defend, at its sole expense, all such property against all claims and
demands of all persons, firms and corporations other than the Bank at
any time claiming the same or any interest therein.
g. Borrower's balance sheet and financial statements furnished to Bank
fairly and accurately present Borrower's financial condition and
business operation at said date, and since said date there has been no
material adverse change in its condition or operation.
h. The Borrower manages its business activities, or maintains its
place(s) of business, at the following address(es) ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
3. Affirmative Covenants. The Borrower agrees that it will:
a. Repay the Loans with interest thereon in accordance with the term and
conditions set forth In the Note.
b. At the request of the Bank, the Borrower will supply the Bank with a
copy of the Organization Documents.
c. Continue operating in its present business form, and all rights,
privileges and franchises necessary or desirable in the normal conduct
of its business activities, and, if a corporation, continue to be in
good standing in the jurisdiction where it is incorporated.
d. Use the proceeds of the Loans only for the following purpose(s)
GENERAL CORPORATE PURPOSES
e. Furnish to the Bank within 30 days after the close of each Quarter and
Year End an unaudited balance sheet and profit and loss statement for
such period and such other data, financial or otherwise, as the Bank
may request and at all reasonable times permit a representative of the
Bank to inspect the Borrower's business properties and make extracts
from the Borrower's books and records.
f. Pay all taxes, assessments and governmental charges upon the Borrower
or against its properties prior to the date on which penalties are
attached thereto, unless and to the extent only that the same shall be
contested in good faith and by appropriate proceedings by the
Borrower.
g. As security for the Loans and all other obligations and indebtedness
of any Borrower to the Bank, deliver to the Bank the following
collateral or duly executed security agreements, instruments of
guarantee or subordination agreements satisfactory to the Bank:
CONTINUING GUARANTY OF ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, MD. DATED AUGUST 25,1995
(herein collectively called the "Related Loan Documents") Borrower
waives the application of Valuation and Appraisement Laws.
h. Maintain adequate fire (including so-called extended coverage) public
liability and other insurance as the Bank may require, in such form
and written by such companies satisfactory to the Bank, and will upon
request of the Bank deliver to It the policies concerned.
i. The Borrower will comply with all requirements of the Employee
Retirement Income Security Act of 1974 ("Erisa") and the provisions of
all pension, profit-sharing, or other employee benefit plans now or
hereafter established or maintained by the Borrower.
j. Pay or reimburse the Bank for all reasonable out-of-pocket expenses of
every nature including, but not limited to bank's attorneys' fees,
legal costs, out-of-pocket expenses and related expenses and fees of
legal assistants which Bank incurs in connection with the collection
of the Loans.
4. Negative Covenants. Without the prior written consent of the Bank, the
Borrower will not at any time:
a. Endorse, guarantee or become surety for the obligations of any person,
corporation or other entity except that the Borrower may endorse
checks or other instruments for deposit or collection in the ordinary
course of business.
b. Permit any lien or security interest to exist except liens: (i) for
taxes and assessments not delinquent or being contested in good faith,
(ii) of mechanics or materialment with respect to obligations not
overdue or being contested in good faith, (iii) resulting from
deposits to secure payments of worker's compensation or other social
security obligations or to secure the performance of bids or contracts
in the ordinary course of business, or (iv) in favor of the Bank or an
affiliate of the Bank.
c. Sell or assign any accounts receivable, with or without recourse;
sell, transfer or assign any other assets, or if the Borrower is an
individual any of its business assets, except in the ordinary course
of business.
d. Enter into any merger or consolidation with any person, firm or
corporation; or alter or amend the Borrower's capital structure or
business form without the prior written consent of the Bank which
shall not be unreasonably withheld.
5. Default The following events shall be "Events of Default" hereunder
a. Default by the Borrower in the payment of any principal of, or
interest, on the Note when and as same shall become due and payable,
whether on maturity, by acceleration, or otherwise; or
b. Default by Borrower in the payment of any of its debt (other than that
evidenced by the Note) when and as same shall become due and payable;
or
c. Any representation or warranty made herein or In any financial
statement or other Information furnished by the Borrower or any
officer or representative of its in connection with the execution and
delivery of this Agreement, the Note or any Related Loan Document, or
in any certificate furnished pursuant hereto shall prove to be false
or erroneous in any material respect when made; or
d. Default by the Borrower in the due performance of any term, provision
or agreement contained herein, in the Note (other than for the payment
of principal or interest) or in any Related Loan Document or other
Instrument of security for the Note to be performed by it and such
default shall continue unremedied for 30 days thereafter, or
e. The Borrower or any endorser, co-maker or guarantor with respect to
the Note, shall become involved in financial difficulties as evidenced
by: (i) an assignment for the benefit of creditors; or commencement of
any similar debtor relief proceeding, whether judicial or otherwise;
(ii) consent to an application for the appointment of a trustee,
interim trustee, custodian or receiver for all or a major portion of
its property; (iii) the commencement of any action or proceeding under
any other federal or state bankruptcy, insolvency, composition, debtor
relief, reorganization or other similar law, or have such a proceeding
commenced against the Borrower or any of them and either have an order
of insolvency or reorganization or other similar law, or have such a
proceeding commenced against the Borrower or any of them and either
have an order of insolvency or reorganization entered against the
Borrower or any of them or have the proceeding remain undismissed or
unstayed for 60 days; (iv) entry or a final judgment for the payment
of money against the Borrower or any of them in excess of $N/A and the
same shall not be discharged within 30 days of its entry, or an appeal
or proceeding for review shall not be taken within said time and a
stay of execution pending such appeal shall not be obtained; or (v)
death, dissolution or suspension of the corporate charter or of the
partnership, insolvency or failure or suspension of the usual business
of the Borrower or any of them: or (vi) the issuance of any
attachment, garnishment, execution, federal tax levy, or other process
or seizure against any of their property; or
f. The failure to pledge or hypothecate hereunder additional security
when and as demanded by the Bank; or
g. Bank shall deem itself insecure, in good faith, believing that the
prospect of payment of the Note or any other indebtedness owed to the
Bank, or performance under this Agreement or any instrument providing
security for the Note, is impaired.
If any one or more of the foregoing Events of Default shall happen, the Bank
may, at any time, without notice to the Borrower, terminate its commitment to
make any Loan hereunder and declare the unpaid principal of and interest of the
note to be immediately due and payable, and such principal of and interest on
the Note shall thereupon become and be Immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Borrower, and the Bank may take such additional action
as provided by law.
6 Miscellaneous.
a. Paragraph headings are for reference only and shall otherwise be
disregarded. This Agreement shall be governed by and construed under
the laws of the State of Indiana.
b. No waiver or amendment of any part of this Agreement shall be
effective unless in writing. No delay in exercising any right shall
operate as a waiver thereof. A waiver on any one occasion shall not be
a waiver of any right or remedy on any future occasion. This Agreement
will terminate when all obligations and indebtedness of the Borrower
to the Bank have been paid in full and the Bank shall not be obligated
under any other agreement to advance any additional funds to the
Borrower.
c. Borrower waives the application of valuation and appraisment laws.
d. If any term or provision of the Agreement is held by a court to be
illegal or otherwise unenforceable, the legality and enforceability of
the remainder of this Agreement shall not be affected, and this
Agreement shall be constructed and enforced as if it did not contain
the particular term or provision held to be illegal or otherwise
unenforceable.
e. This Agreement sets forth the full and complete agreement of the
parties hereto on the matters herein expressed.
IN WITNESS WHEREOF and intending to be legally bound hereby, the Borrower and
Bank have executed and delivered this Agreement this 25th day of August, 1995.
Society National Bank, Indiana Interactive Intelligence, Inc.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Assistant Vice President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D., President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, Treasurer
REVOLVING CREDIT LOAN AGREEMENT NOTE
(VARIABLE INTEREST RATE)
$ 300,000.00 August 25 1995
On or before April 30 1996 for value received, the undersigned (the
"Borrower") jointly and severally promises to pay to the order of Society
National Bank, Indiana (the "Bank") at its main office, the principal sum of
THREE HUNDRED THOUSAND DOLLARS ($ 300,000.00) or the unpaid balance thereof
shown on any ledger or other record of the Bank, which shall be presumptive
evidence of the principal amount owing and unpaid on this Note, together with
interest (calculated on the basis of a year of 360 days for the actual number of
days elapsed when monies are owed hereunder) on the daily unpaid principal
balance hereof from the date of this Note until maturity, which interest shall
be payable on OCTOBER 1 1995, and continuing on the same day of each Month
thereafter until maturity at a rate ZERO percent (0.00%) per annum in excess of
the Prime Rate of the Bank. In the event of any change in the Prime Rate, the
interest rate on this Note shall be immediately adjusted to correspond with such
change in the Prime Rate. Prior to maturity, for any installment payment of
interest not paid when due, the Borrower shall pay in addition to the
installment payment of interest a late charge of an amount equal to the greater
of $25.00 or 10% of the late installment payment of interest. If this Note is
not fully paid as to principal and interest at maturity, the entire unpaid
balance shall thereafter bear interest, until paid in full, at the per annum
rate of 3% over the interest rate hereof at maturity, which rate will be
immediately and correspondingly adjusted with each change in the Prime Rate. In
no event shall the interest rate hereunder exceed the maximum permitted by law.
The Prime Rate is defined as that interest rate established from time to time by
Bank's Bank's Prime Rate, whether or not such rate is publicly announced. The
Prime Rate may not be the lowest interest rate charged by the Bank for
commercial or other extensions of credit.
This Note is the Note referred to in the Revolving Credit Loan
Agreement, dated AUGUST 25 1995 by and between the Bank and the Borrower and is
subject to the provisions, and entitled to the benefits, thereof; and,
therefore, this Note, among other things, may be declared due and payable in the
manner and with the effect provided in that Revolving Credit Loan Agreement.
The Borrower waives the application of valuation and appraisement laws.
If more than one Borrower signs this Note as maker, the liability
hereunder shall be joint and several.
All parties signing this Note: (a) waive protest, presentment and
demand: (b) waive notice of protest, default, dishonor, acceleration. and of
sales or participations in this Note; and all other notice to which they might
otherwise be entitled; (c) waive all defenses based upon or arising from the
impairment, substitution or release of collateral securing this Note; or from
the full or partial release of any guarantor of this Note, surety on this Note,
or any person liable on this Note; and (d) consent to sales or repurchase of,
and participations in, this Note.
All accommodation parties and indorsers on this Note waive: (a) all
defenses that the Borrower might have on the underlying contract; (b) all
defenses arising from or based upon any extension, modification or renewal of
this Note or the modification of any instrument securing, guarantying or
related to this Note; and (c) all other defenses that they might otherwise have
under suretyship law.
Each party who signs this Note in any capacity, consents to the Bank's
setting off indebtedness the Bank owes such party against indebtedness owed the
Bank under this Note.
The Borrower will promptly reimburse the Bank in full for all
reasonable attorneys' fees, legal costs and other out-of-pocket expenses of
every nature and kind incurred by the Bank in protecting, asserting,
defending or pursuing its rights hereunder or under any document related
hereto. Until reimbursed to the Bank, these expenses will bear interest at
the rate or rates per annum charged hereunder on unpaid principal from the
time these expenses were incurred by the Bank until they are reimbursed
hereunder.
If any term or provision of this Note is held by a court to be illegal
or otherwise unenforceable, the legality and enforceability of the remainder of
this Note shall not be affected, and this Note shall be construed and enforced
as if it did not contain the particular term or provision held to be illegal or
otherwise unenforceable.
The term "maturity" as used herein means both maturity as scheduled
hereunder and maturity by acceleration hereunder.
The Borrower hereby acknowledges that this Note was signed in
Indianapolis Indiana
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(City) (State)
BORROWER:
Interactive Intelligence, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ And: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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(Signature)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D., President ▇▇▇▇ ▇.▇▇▇▇▇, Treasurer
NOTE MODIFICATION AGREEMENT
This Note Modification Agreement ("Modification") is made and entered
into this 29th day of APRIL 1996 by and between INTERACTIVE INTELLIGENCE, INC.
("Borrower") and KeyBank National Association ("Bank").
RECITALS
A. Borrower has executed and delivered to Bank or to Bank's predecessor in
interest, as the case may be, a certain promissory note dated AUGUST 25,
1995, in the amount of $ 300,000.00 which may, or may not, have been
modified earlier) ("Note").
B. Borrower and Bank wish to modify and restate the Note.
NOWTHEREFORE, in consideration of the covenants and agreements herein
contained and other valuable consideration, the parties hereto agree that the
Recitals above set forth are a part of this Modification for all purposes and
further agree as follows:
1. Modification. The Note is hereby modified in the following respects:
Extend maturity date to May 30, 1996
2. OTHER PROVISIONS AND RESTATEMENT. All of the terms, provisions and conditions
of the Note shall remain in full force and effect to the extent they are not
modified herein; and the Note, as modified hereby, shall continue in full force
and effect.
3. OTHER DOCUMENTS. All security documents securing the payment of the Note and
all loan agreements and other agreements related to the Note (all or some of
which may, or may not, have been modified earlier) are hereby modified to take
into account and incorporate the modifications set forth in section 1. above,
and such security documents, loan agreements and other agreements, as they may,
or may not, have been modified earlier and as modified hereby, are hereby
ratified and confirmed and shall remain in full force and effect.
4. No Waiver. If the signing of this Modification results in the waiver by the
Bank of a default by Borrower, this signing shall not operate to waive, in the
future, the same default by Borrower should it again occur; nor shall this
signing operate, hereafter, to waive any other default by the Borrower.
IN WITNESS WHEREOF, the parties hereto have executed this Modification on
the day and year first above written.
BORROWER: BANK
Interactive intelligence, Inc. KeyBank National Association
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Signature Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇.▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President
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Typed or Printed Name and Office Typed or Printed Name and Office
▇▇▇▇ ▇.▇▇▇▇▇, Treasurer
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ACKNOWLEDGMENT AND AGREEMENT
on this 29th day of APRlL 1996 the undersigned who is a guarantor, or are
guarantors, of the debt described in the foregoing document, does or do
hereby (a) Waive any and all defenses that he, she or they might have as a
result of the execution of the foregoing document, (b) acknowledge and agree
that his, her or their guaranty is unaffected by the execution of the
foregoing document, and (c) ratify and confirm his, her or their guaranty in
all respects, and agree that it shall continue in full force and effect. This
Acknowledgment and Agreement is entered into by the undersigned to induce
KeyBank National Association to enter into the foregoing agreement.
Guarantor(s):
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Signature Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ M.D. an individual
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Typed or Printed Name Typed or Printed Name
This instrument was prepared, on behalf of KeyBank National Association, by
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Name and Address
KEYBANK NOTE MODIFICATION AGREEMENT
This Note Modification Agreement ("Modification") is made and entered
into this 8 day of MAY 1996 by and between INTERACTIVE INTELLIGENCE, INC.
("Borrower") and KeyBank National Association ("Bank").
RECITALS
A. Borrower has executed and delivered to Bank or to Bank's predecessor in
interest, as the case may be, a certain promissory note dated August 25,
1995, in the amount of $ 300,000.00 which may, or may not, have been
modified earlier) ("Note").
B. Borrower and Bank wish to modify and restate the Note.
NOWTHEREFORE, in consideration of the covenants and agreements herein
contained and other valuable consideration, the parties hereto agree that the
Recitals above set forth are a part of this Modification for all purposes and
further agree as follows:
1. Modification. The Note is hereby modified in the following respects:
1. Effective April 30, 1996. the maturity date is extended to April 30,
1997.
2. The principal amount shall increase from $300,000.00 to $500,000.00.
2. OTHER PROVISIONS AND RESTATEMENT. All of the terms, provisions and conditions
of the Note shall remain in full force and effect to the extent they are not
modified herein; and the Note, as modified hereby, shall continue in full force
and effect.
3. OTHER DOCUMENTS. All security documents securing the payment of the Note and
all loan agreements and other agreements related to the Note (all or some of
which may, or may not, have been modified earlier) are hereby modified to take
into account and incorporate the modifications set forth in section 1. above,
and such security documents, loan agreements and other agreements, as they may,
or may not, have been modified earlier and as modified hereby, are hereby
ratified and confirmed and shall remain in full force and effect.
4. No Waiver. If the signing of this Modification results in the waiver by the
Bank of a default by Borrower, this signing shall not operate to waive, in the
future, the same default by Borrower should it again occur; nor shall this
signing operate, hereafter, to waive any other default by the Borrower.
IN WITNESS WHEREOF, the parties hereto have executed this Modification on
the day and year first above written.
BORROWER: BANK
Interactive intelligence, Inc. KeyBank National Association
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President Signature
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
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Typed or Printed Name and Office
▇▇▇▇ ▇. ▇▇▇▇▇, Treasurer
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ACKNOWLEDGMENT AND AGREEMENT
on this 8 day of MAY 1996 the undersigned who is a guarantor, or are
guarantors, of the debt described in the foregoing document, does or do
hereby (a)waive any and all defenses that he, she or they might have as a
result of the execution of the foregoing document, (b) acknowledge and agree
that his, her or their guaranty is unaffected by the execution of the
foregoing document, and (c) ratify and confirm his, her or their guaranty in
all respects, and agree that it shall continue in full force and effect. This
Acknowledgment and Agreement is entered into by the undersigned to induce
KeyBank National Association to enter into the foregoing agreement.
Guarantor(s):
/X/ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ M.D. N/A
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Signature Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ M.D Individual N/A
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Typed or Printed Name Typed or Printed Name
This instrument was prepared, on behalf of KeyBank National Association, by
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Name and Address
NOTE MODIFICATION AGREEMENT
This Agreement is made by and between Interactive Intelligence, Inc.
("Borrower) and KeyBank National Association ("'Bank") on April 30,1997.
WHEREAS, Borrower has given to Bank or Bank's Predecessor an interest in a
certain Promissory note dated August 25. 1995 In the amount of $300,000.00 which
may or may not have been Previously modified ("Note").
WHEREAS, Borrower and Bank wish to modify the Note.
NOW THEREFORE, in consideration of the covenants and agreements contained
herein and other valuable consideration, Borrower and Bank hereby agree as
follows:
1. Modification. The Note is hereby modified in the following respects;
Maturity date has hereby been extended to April 30, 1998.
2. Effective Date. The modifications described above are effective on April
30, 1997.
3. Conditions. The modifications described above are subject to and
conditioned upon the following: (A) that there is existing no event of
default under the Note or the Loan Documents (as hereinafter defined), nor
any event or condition which with notice or the passage of time would be an
event or default; (B) that Borrower shall deliver a fully executed original
of this Note Modification Agreement to bank; and (C) that Borrower shall
pay all expenses Incurred by Bank in connection with this Note Modification
Agreement.
4. General Provisions- Except as modified herein, all of the terms of the Note
are hereby confirmed and ratified and continue
in full force and effect. All security documents securing the payment of
the Note and all loan agreements and any other documents, including
guarantees, securing, or relating to the Note (the "Loan Documents") are
hereby Modified to take into account and incorporate the modifications set
forth above, and shall continue to secure repayment of the Note as modified
hereby. Borrower warrants and represents to Bank that it has full right,
power and authority to enter into this Note Modification Agreement and to
perform its obligations hereunder, and that all information and materials
submitted to Bank in connection herewith are accurate and complete.
Borrower warrants and represents that no event of default exists under the
Loan Documents. Borrower reaffirms its obligation to pay the Note in full
and reaffirms the validity and enforceability of the LOAN DOCUMENTS WITHOUT
SET-OFF, COUNTERCLAIM OR DEFENSE. THE TERMS HEREOF SHALL BIND THE PARTIES
HERETO AND THEIR ASSIGNS, SUCCESSORS AND TRANSFEREES.
IN WITNESS WHEREOF. Borrower and Bank have caused this Agreement to be executed
by their duly authorized officers on April 30 1997.
BORROWER: BANK
Interactive Intelligence Inc.. KeyBank-National Association
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BY, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D., President
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant
Vice President
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▇▇▇▇ ▇. ▇▇▇▇▇, Treasurer
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS
On this 30th day of April, 1997, the undersigned, being guarantor(s) Of the
Indebtedness. obligations, and liabilities of Borrower Pursuant to a certain
guaranty dated August 25, 1995, (1) consent(s) to the preceding Note
Modification Agreement, (2) agree(s) that the provisions of such guaranty are
ratified and confirmed and remain in full force and effect (3) agree(s) and
acknowledge(s) that there has been no act or omission by the Bank that has in
any way modified, waived or discharged the undersigned's liabilities under the
guaranty. and (4) confirm(s) that the undersigned has no claim, set-off or
defense, either legal or equitable, as an individual or as surety or guarantor,
against the Bank In connection with this Agreement the Note or any of the other
Loan Documents.
GUARANTORS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇. M.D.,
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NOTE MODIFICATION AGREEMENT
This Agreement is made by and between Interactive Intelligence
("Borrower") and KeyBank National Association "Bank" on April 20 1998.
WHEREAS, Borrower has given to Bank or Bank's Predecessor an interest
in a certain promissory note dated August 25, 1995 which may or may not have
been previously modified ("Note).
WHEREAS, Borrower and Bank wish to modify the Note
NOW THEREFORE, In consideration of the covenants and agreements
contained herein and other valuable consideration, Borrower and Bank hereby
agree as follows:
1. Modification. The Note is hereby modified In the following respects;
Maturity date has hereby been extended to April 30, 1999.
2. Effective Date: The modifications described above are effective on April
20, 1998.
3. Conditions. The modifications described above are subject to and
conditioned upon the following: (A) that there
is currently existing no event of default under the Note or the Loan
Documents (as hereinafter defined), nor any event or condition which with
notice or the passage Of time would be an event of default; (B) that
Borrower shall deliver a fully executed Original of this Note Modification
Agreement to Bank; and (c) that Borrower shall pay all expenses incurred by
Bank in connection with this Note Modification agreement.
4. General Provisions. Except as modified herein, all of the terms of the Note
are hereby confirmed and ratified and continue in full force and effect.
All security documents securing the payment of the Note and all loan
agreements and any other documents, including guarantees, securing, or
relating to the Note (the "Loan Documents") are hereby modified to take
into account and incorporate the modifications set forth above, and shall
continue to secure repayment of the Note as modified hereby. Borrower
warrants and represents to Bank that it has full right, power and authority
to enter into this Note Modification Agreement and to perform its
obligations hereunder, and that all information and materials submitted to
Bank in connection herewith are accurate and complete. Borrower warrants
and represents that no event of default exists under the Loan Documents.
Borrower reaffirms its obligation to pay the Note in full and reaffirms
the validity and enforceability of the Loan Documents without set-off,
counterclaim or defense. The terms hereof shall bind the parties hereto
and their assigns, successors and transferees.
IN WlTNESS WHEREOF, Borrower and Bank have, caused this Agreement to be executed
by their duly authorized officers on April 20 1998.
BORROWER BANK
Interactive Intelligence Inc. Keybank National Association
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant
Vice President
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇. M.D., President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, Treasurer
ACKNOWLEDGMENT AND AGREEMENT
On this 20th day of April 1998 the undersigned, being guarantor(s) of the
indebtedness, obligations, and liabilities of Borrower Pursuant to a certain
guaranty dated August 25, 1995, (1) consents to the preceding Note Modification
Agreement, (2) agree(s) that the provisions of such guaranty are ratified and
confirmed and remain in full force and effect, (3) agree(s) and acknowledge(s)
that there has been no act or omission by the Bank that has In any way modified,
waived or discharged the undersigned's liabilities under the guaranty, and (4)
confirm(s) that the undersigned has no claim, set-off or defense, either legal
or equitable, as an individual or as surety or guarantor, against the Bank in
connection with this Agreement, the Note or any of the other Loan Documents.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇. M.D.
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