EXHIBIT 10.26
LETTER OF COMMITMENT
Fratelli Auriana ("Lender"), an entity controlled by Xx. Xxxxxxxx Xxxxxxx,
Chairman of the Board of Directors of Mediware Information Systems, Inc. ("the
Company" or "Borrower"), and the Company agree that Xxxxxx will loan the Company
up to $2,000,000 as needed by the Company subject to the terms outlined below
(the "New Loan"). Xx. Xxxxxxx agrees to provide funds to Fratelli Auriana should
any be necessary to ensure Fratelli Xxxxxxx meets this obligation to the
Company.
The essential terms of the agreement between Xxxxxx and Borrower relating
to the New Loan are as follows. Xxxxxx would lend the Company up to $2,000,000,
to be drawn upon in multiples of $250,000. Interest at the rate of prime plus
1/4% will be charged on any outstanding balance and must be paid quarterly. Any
principal and interest outstanding must be paid by September 30, 2002. Any money
borrowed may be prepaid without penalty on three days notice. Any principal and
interest outstanding will become immediately due and payable upon a "change in
control" of the Company, which is to be defined in final agreements between
Lender and Borrower. The note is secured by a security interest in all of the
Company's assets. The Company will pay Lender an origination fee equal to the
reasonably incurred expenses of Lender, including legal fees, up to a maximum of
3/8% of $2,000,000. There will be no facility fee.
In addition, Xx. Xxxxxxx agrees to defer payment of an existing loan
extended by Xx. Xxxxxxx to the Company of approximately $704,000 (which plus
accrued interest totals approximately $1.2 million), which is currently payable
upon demand. This loan plus accrued interest will be payable the same time the
principal of the New Loan will be payable and is expected to maintain its
present secured position.
While the terms contained in this letter of commitment are binding, these
terms and conditions, as well as other terms and conditions normal to this type
of transaction, will be documented in a loan agreement and related documentation
currently being negotiated among Lender, Xx. Xxxxxxx and the Company.
FRATELLI XXXXXXX (as to those provisions
relating to obligations of Fratelli Auriana)
By: /s/ Xxxxxxxx Xxxxxxx
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/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx (as to those provisions
relating to obligations of Xxxxxxxx Xxxxxxx)
MEDIWARE INFORMATION SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: President and Chief Executive Officer
Date: October 11, 2000
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