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TBCC
AMENDMENT AGREEMENT
BORROWER: V-ONE CORPORATION,
A DELAWARE CORPORATION
ADDRESS: 00000 XXXXXXX XXXXXXXXX,
XXXXX 000
XXXXXXXXXX, XX 00000
DATE: MARCH 31, 1999
THIS AMENDMENT AGREEMENT (this "Amendment") is entered into as of the above
date, between the above borrower (the "Borrower"), having its chief executive
office and principal place of business at the address shown above, and
TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("TBCC"),
having its principal office at 0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxxx 00000 and having an office at 00 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000-0000.
TBCC and Borrower agree to amend and supplement the Loan and Security Agreement
between them, dated February 24, 1999 (the "Loan Agreement"), as follows. (This
Amendment, the Loan Agreement, any prior written amendments to the Loan
Agreement signed by TBCC and Borrower, and all other written documents and
agreements between TBCC and Borrower, are referred to herein collectively as the
"Loan Documents." Capitalized terms used but not defined in this Amendment shall
have the meanings set forth in the Loan Agreement.)
1. AMENDMENTS. Effective the Closing Date (as defined below), the Loan
Agreement is amended as follows:
(a) Section 6.9 of the Loan Agreement is hereby deleted and the
following Section 6.9 is substituted therefor:
6.9 INVESTMENTS IN OTHER PERSONS. Except as set forth on the
Borrower Disclosure Schedule, Borrower will not, directly or
indirectly, at any time make or hold any Investment in any Person
(whether in cash, securities or other property of any kind and
including any debt assumption) other than Investments in Cash
Equivalents and its investment in Network Flight Recorder, Inc.
(b) The phrase "Except in connection with a Permitted Acquisition, "
is hereby deleted from Section 6.17 of the Loan Agreement.
(c) The following Section 5.15 is added to the Loan Agreement:
5.15 NET WORTH. Borrower shall have a net worth of not less than
$5,000,000 as of the end of the fiscal quarters ending June 30, 1999,
and September 30, 1999, respectively.
(d) Section 7.1(b) of the Loan Agreement is amended by inserting
"5.15," immediately after "5.13,".
2. OTHER PROVISION. The Event of Default under Section 7.1(k) of the
Loan Agreement which was (or will be) occasioned by the delivery by Borrower's
Auditors of a Qualified opinion with respect to Borrower's December 31, 1998
financial statements is hereby waived.
TBCC AMENDMENT AGREEMENT
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3. CONDITION PRECEDENT. The effectiveness of the foregoing amendments and
other provisions shall be subject to the condition precedent that TBCC shall
have received seven-year warrants to purchase 100,000 shares of common stock of
the Borrower, on the terms to be set forth in a Stock Subscription Warrant in
the form attached hereto (the "Warrant"), to be executed by Borrower
concurrently herewith, at an exercise price equal to $3.25 per share. Said
warrants shall be deemed fully earned on the date of issuance thereof, shall be
in addition to all interest and other fees, and shall be non-refundable. The
date of satisfaction of the foregoing condition precedent is the "Closing Date."
4. REPRESENTATIONS TRUE. To induce TBCC to enter into this Amendment,
Borrower hereby confirms and restates, as of the date hereof, the
representations and warranties made by it in Section 4 of the Loan Agreement.
For the purposes of this Section 4 each reference in Section 4 of the Loan
Agreement to "this Agreement," and the words "hereof," "herein," "hereunder," or
words of like import in such Section, shall mean and be a reference to the Loan
Agreement as amended by this Amendment.
5. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY DISPUTE ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER
SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF ILLINOIS.
6. GENERAL PROVISIONS. TBCC's execution and delivery of, or acceptance
of, this Amendment and any other documents and instruments in connection
herewith shall not be deemed to create a course of dealing or otherwise create
any express or implied duty by it to provide any other or further amendments,
consents or waivers in the future. This Amendment, the Loan Agreement, and the
other Loan Documents set forth in full all of the representations and agreements
of the parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended and
supplemented, all of the terms and provisions of the Loan Agreement and the
other Loan Documents shall continue in full force and effect and the same are
hereby ratified and confirmed. This Amendment forms part of the Loan Agreement
and the terms of the Loan Agreement are incorporated herein by reference.
BORROWER: TBCC:
V-ONE CORPORATION TRANSAMERICA BUSINESS CREDIT
CORPORATION
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxxxx, Xx.
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Title CEO Title Xxxxxx X. Xxxxxxx. Jr.
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3/31/99 Executive Vice President
2.
