EXHIBIT 10.61
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
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This Amendment No. 2, dated as of March 17, 1997, to the Loan and Security
Agreement, dated as of October 26, 1995 and amended in Amendment No. 1 to Loan
and Security Agreement, dated as of December 31, 1996 (collectively, the "Loan
and Security Agreement") is by and among People's Bank, a Connecticut banking
corporation having its chief executive office at 000 Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000 ("Secured Party"), Information Management Associates, Inc., a
Connecticut corporation having its chief executive office located at Xxx
Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 ("IMA"), and Information Management
Associates Limited, a company registered in England and having its principal
office at Suite 404, Exchange Tower, One Harbour Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxx X00 0XX ("IMA Limited"). Capitalized terms used herein and not defined
herein shall have the meanings assigned to them in the Loan and Security
Agreement.
WHEREAS, the parties named above have heretofore entered into the Loan and
Security Agreement, the Term Note and the Line of Credit Note; and
WHEREAS, the parties named above acknowledge that they desire to make
certain amendments to the Loan and Security Agreement and the Line of Credit
Note pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and in further
consideration of the mutual covenants contained herein, the parties hereto agree
as follows:
Section 1. Amendments.
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A. Paragraph 5(f) of the Loan and Security Agreement is hereby
deleted in its entirety and the following shall be substituted in lieu thereof:
(f) The outstanding principal balance of the Line of Credit Note,
any accrued but unpaid interest thereon and other sums due and payable
pursuant to the Loan Documents, shall be due and payable on the date (the
"Line of Credit Maturity Date") which is the earlier to occur of (i)
February 1, 1998 or (ii) the date repayment of the Line of Credit Loans is
accelerated after the occurrence of an Event of Default, unless such Line
of Credit Maturity Date is extended in writing from time to time in Secured
Party's sole and absolute discretion. Effective upon the closing of an
Initial Public Offering, the Debtor agrees to pay to the Secured Party the
outstanding principal balance of the Line of Credit Note and the Term Note,
any accrued but unpaid interest thereon and other sums due and payable
pursuant to the Loan Documents (the "Outstanding Debt"), provided that, the
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Secured Party shall continue to make Line of Credit Loans available to
Debtor, and
the Debtor may re-borrow under the Line of Credit Loans, in accordance with
the terms of this Agreement, as amended, until the Line of Credit Maturity
Date.
B. The third full paragraph of the Line of Credit Note is hereby
deleted in its entirety and the following shall be substituted in lieu thereof
without any further action by the Secured Party, IMA or IMA Limited:
The outstanding principal balance of the Line of Credit Note, any
accrued but unpaid interest thereon and other sums due and payable pursuant
to the Loan Documents, shall be due and payable on the date (the "Line of
Credit Maturity Date") which is the earlier to occur of (i) February 1,
1998 or (ii) the date repayment of the Line of Credit Loans is accelerated
after the occurrence of an Event of Default, unless such Line of Credit
Maturity Date is extended in writing from time to time in Secured Party's
sole and absolute discretion.
C. Effective upon the closing of an Initial Public Offering and the
payment in full of the Outstanding Debt, Paragraph 7(e) and 7(j) of the Loan and
Security Agreement shall be automatically deleted in their entirety.
D. Effective upon the closing of an Initial Public Offering and the
payment in full of the Outstanding Debt, any and all references to "Guarantors"
in Paragraph 12 of the Loan and Security Agreement shall be deleted and the
Guaranty Agreements of each of Xxxxxx X. Xxxxxxxx, Xx., Xxxx X. Xxxxxxx and
Xxxxxx Poludnewycz shall be automatically terminated and released without the
need for any further action on the part of the Secured Party or said Guarantors.
E. Upon the closing of an Initial Public Offering and the payment in
full of the Outstanding Debt, Paragraph 13(b)(i) of the Loan and Security
Agreement shall be automatically deleted in its entirety and the following shall
be substituted in lieu thereof:
(i) Secured Party shall have determined in the exercise of its
reasonable discretion that there has been no material adverse change in the
financial position of Debtor from that which existed on the date of the
most recent financial statements provided to Secured Party by Debtor.
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Section 2. Miscellaneous
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A. Except as expressly modified herein, the Loan and Security
Agreement shall otherwise remain unmodified and in full force and effect. IMA
and IMA Limited acknowledge that they are validly indebted to Secured Party
under the Loan and Security Agreement, as amended hereby, without defense,
counterclaim or offset and that all obligations of IMA and IMA Limited
thereunder and under the Notes continue to be secured by a valid, perfected
First Lien Security Interest in the collateral.
B. IMA and IMA Limited hereby represent and warrant to the
Secured Party that each of IMA and IMA Limited has duly authorized the
execution, delivery and performance of this Amendment No. 2 to the Loan and
Security Agreement and this Amendment No. 2 to the Loan and Security Agreement
has been duly executed and delivered by each of IMA and IMA Limited and
constitutes a legal, valid and binding obligation of each of IMA and IMA
Limited, enforceable in accordance with their respective terms.
C. This Amendment No. 2 to the Loan and Security Agreement may
be executed in several original counterparts. Each such counterpart shall, for
all purposes, be deemed to be an original, and all counterparts shall together
constitute one and the same instrument.
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The parties have executed this Amendment No. 2 to the Loan and Security
Agreement effective as of the date first above written.
PEOPLE'S BANK
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
INFORMATION MANAGEMENT ASSOCIATES, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
INFORMATION MANAGEMENT ASSOCIATES LIMITED
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Director
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