EXHIBIT 10.41
THIRD AMENDMENT TO SECOND RESTATED AND AMENDED
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LOAN AGREEMENT AND LIMITED WAIVER
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THIS THIRD AMENDMENT TO SECOND RESTATED AND AMENDED LOAN AGREEMENT AND
LIMITED WAIVER (hereinafter called this "Amendment") is entered into on October
23, 1995 to be effective as of September 30, 1995, among VISUAL NUMERICS, INC.,
a Texas corporation formerly known as IMSL, Inc. (the "Company"), VISUAL
NUMERICS, INC. OF COLORADO, a California corporation formerly known as IMSL
Acquisition Corp., Inc. ("VNIC"), VISUAL NUMERICS, INC. (EUROPE), a Texas
corporation ("VNIE"), and FIRST INTERSTATE BANK OF TEXAS, N.A., (the "Bank").
Each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Guarantor") and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ joins in
the execution hereof for the purpose of acknowledging to the amendments and
other provisions hereof and agreeing to such amendments and other provisions
applicable to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, respectively.
W I T N E S S E T H:
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WHEREAS, the Company, VNIC and the Bank entered into a Second Restated and
Amended Loan Agreement dated as of December 16, 1992 (hereinafter called the
"Second Restated and Amended Agreement"), whereby, upon the terms and conditions
therein stated, the Bank agreed to make available to the Company a credit
facility upon the terms and conditions set forth in the Agreement; and
WHEREAS, as of February 28, 1994 the Company, VNIC, VNIE, and the Bank
entered into a First Amendment to Second Restated and Amended Loan Agreement
(the "First Amendment"); and
WHEREAS, as of April 1, 1995 the Company, VNIC, VNIE, and the Bank entered
into a Second Amendment to Second Restated and Amended Loan Agreement (the
"Second Amendment" and, together with the First Amendment and the Second
Restated and Amended Agreement, the "Agreement"); and
WHEREAS, the Company, the Corporate Guarantors and the Guarantor have
requested the Bank to (i) make a $500,000 term loan to the Company, (ii) amend
certain covenants of the Company and the Corporate Guarantors contained in the
Agreement, and (iii) waive certain specific Events of Default under the
Agreement; and
WHEREAS, subject to and upon the terms and conditions hereinafter stated,
the Bank is willing to do so;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, the parties to this Amendment hereby agree as
follows:
SECTION 1. Terms Defined in Agreement. As used in this Amendment, except
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as may otherwise be provided herein, all capitalized terms which are defined in
the Agreement shall have the same meaning herein as therein, all of such terms
and their definitions being incorporated herein by reference.
SECTION 2. Amendments to Agreement. Subject to the conditions precedent
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set forth in Section 4 hereof, the Agreement is hereby amended as follows:
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(a) The following definition of "Term Note A" is hereby added to
Section 1.2 of the Agreement in the correct alphabetical order:
"Term Note A means the promissory note issued pursuant to
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Section 3.1 hereof as the same may be renewed, rearranged, modified,
increased or extended at any time, from time to time."
(b) The definition of "Notes" found in Section 1.2 of the Agreement
is hereby deleted from the Agreement and the following definition of "Notes" is
substituted in lieu thereof:
"Notes means the Term Note A and Revolving Note."
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(c) Section 3.1 of the Agreement is hereby deleted therefrom and the
following Section 3.1 is substituted in lieu thereof:
"Section 3.1 Term Loan. Subject to and upon the terms,
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conditions, covenants and agreements contained herein, the Bank agrees
to lend to the Company the sum of $500,000 to be evidenced by the
Company's promissory note payable to the order of the Bank in
substantially the form of Exhibit D attached hereto ("Term Note A").
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All renewals, extensions, modifications, increases, and
rearrangements of Term Note A, if any, shall be deemed to be made
pursuant to this Agreement and, accordingly, shall be subject to the
terms and provisions hereof, and the Company shall be deemed to have
ratified, as of such renewal, extension, modification, increase, or
arrangement date, all of the representations, warranties, covenants
and agreements set forth herein."
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(d) Sections 5.11, 5.12, 5.13, 5.14, 5.15 and 5.16 of the Agreement
are hereby deleted therefrom and the following Sections 5.11, 5.12, 5.13, 5.14,
5.15 and 5.16 are substituted in lieu thereof:
"Section 5.11 Current Ratio. The Company and its Subsidiaries
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will maintain, on a consolidated basis, a ratio of (a) Current Assets
to (b) Current Liabilities less Unearned Revenues, at all times during
each period set forth below, of not less than the ratio set forth
below opposite such period:
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Period Ratio
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1/01/94 through 6/29/94 1.0 to 1.0
6/30/94 through 9/30/94 1.0 to 1.0
10/01/94 through 12/30/94 1.1 to 1.0
12/31/94 and thereafter 1.2 to 1.0"
"Section 5.12 Indebtedness to Net Worth Ratio. The Company and
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its Subsidiaries will maintain, on a consolidated basis, a ratio of
(a) total Indebtedness less Unearned Revenues to (b) Net Worth, at all
times during each period set forth below, of not greater than the
ratio set forth below opposite such period:
Period Ratio
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1/01/94 through 6/29/94 4.0 to 1.0
6/30/94 through 9/30/94 3.8 to 1.0
10/01/94 through 12/30/94 3.3 to 1.0
12/31/94 through 9/29/95 2.8 to 1.0
9/30/95 and thereafter 2.25 to 1.0"
"Section 5.13 Net Worth. The Company and its Subsidiaries will
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maintain, on a consolidated basis, a positive Net Worth, at all times
during each period set forth below, of at least the amount set forth
below opposite such period:
Period Ratio
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1/01/94 through 6/29/94 $3,500,000
6/30/94 through 9/30/94 $3,600,000
10/01/94 through 12/30/94 $4,400,000
12/31/94 through 9/29/95 $5,400,000
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9/30/95 through 12/30/95 $4,700,000
12/31/95 and thereafter $5,500,000"
"Section 5.14 Tangible Net Worth. The Company and its
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Subsidiaries will maintain, on a consolidated basis, a Tangible Net
Worth, at all times during each period set forth below, of at least
the amount set forth below opposite such period:
Period Ratio
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1/01/94 through 6/29/94 ($3,750,000)
6/30/94 through 9/30/94 ($3,650,000)
10/01/94 through 12/30/94 ($2,500,000)
12/31/94 through 9/29/95 ($1,600,000)
9/30/95 through 12/30/95 ($1,800,000)
12/31/95 and thereafter ($1,500,000)"
"Section 5.15 Cash Flow (less Capitalized Software Development
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Expenses) to Fixed Charge Ratio. The Company and its Subsidiaries
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will maintain, on a consolidated basis, a ratio of Cash Flow (less
Capitalized Software Development Expenses) to Fixed Charges,
calculated for each period set forth below as of the last day of each
calendar quarter during such period, on a cumulative basis from the
beginning of the year, of not less than the ratio set forth opposite
such period:
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Period Ratio
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1/01/94 through 6/30/94 0.26 to 1.0
1/01/94 through 9/30/94 0.26 to 1.0
1/01/94 through 11/30/94 0.80 to 1.0
1/01/94 through 12/31/94 0.80 to 1.0
1/01/95 through 3/31/95 0.80 to 1.0
1/01/96 and thereafter 1.00 to 1.0"
"Section 5.16 Cash Flow to Fixed Charge Ratio. The Company and
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its Subsidiaries will maintain, on a consolidated basis, a ratio of
Cash Flow to Fixed Charges, calculated for each period set forth below
as of the last day of each calendar quarter during such period, on a
cumulative basis from the beginning of the year, of not less than the
ratio set forth opposite such period:
Period Ratio
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1/01/94 through 6/29/94 0.56 to 1.0
1/01/94 through 9/30/94 0.56 to 1.0
1/01/94 through 11/30/94 1.14 to 1.0
1/01/94 through 12/31/94 1.20 to 1.0
1/01/95 through 3/31/95 1.20 to 1.0
1/01/95 through 6/30/95 1.20 to 1.0
1/01/95 through 9/30/95 1.10 to 1.0
1/01/95 through 12/31/95 1.10 to 1.0
1/01/96 and thereafter 1.50 to 1.0"
(e) The Agreement is hereby amended by adding the following Section
6.15 thereto immediately after Section 6.14 of the Agreement:
"Section 6.15 Capitalized Software Development Expenses. The
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Company will not, and will not permit any of its Subsidiaries to,
expend or enter into any
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commitment to expend an amount in the aggregate for Capitalized
Software Development Expenses which exceeds $1,500,000 in the
aggregate during any fiscal year during the term hereof."
(f) Exhibit D to the Agreement is deleted therefrom and Exhibit D
attached hereto is substituted in lieu thereof.
SECTION 3. Limited Waiver. (a) Section 5.15 of the Agreement required
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that the Company and its Subsidiaries maintain on a consolidated basis, a ratio
of Cash Flow (less Capitalized Software Development Expenses) to Fixed Charges
(the "Coverage Ratio") for the period commencing January 1, 1995 and ending June
30, 1995, calculated as of June 30, 1995 on a cumulative basis from January 1,
1995, of not less than 0.80 to 1.0. The Company has notified the Bank that its
Coverage Ratio for the period referenced in the preceding sentence is 0.63 to
1.0, which constitutes an Event of Default under the Agreement. The Bank hereby
waives any Default or Event of Default arising out of the failure of the Company
and its Subsidiaries to maintain, on a consolidated basis, the Coverage Ratio
required by Section 5.15 of the Agreement for the period commencing January 1,
1995 and ending June 30, 1995, calculated as of June 30, 1995 on a cumulative
basis from January 1, 1995. This waiver is limited to compliance by the Company
and its Subsidiaries with the terms of Section 5.15 of the Agreement for the
period commencing January 1, 1995 and ending June 30, 1995.
(b) Section 5.13 of the Agreement required that the Company and its
Subsidiaries maintain on a consolidated basis, a positive Net Worth, at all
times during the period of December 31, 1994 through December 31, 1995 of at
least $5,400,000. The Company has notified the Bank that its Net Worth as of
August 31, 1995 is $5,124,000 which constitutes an Event of Default under the
Agreement. The Bank hereby waives any Default or Event of Default arising out of
the failure of the Company and its Subsidiaries to maintain, on a consolidated
basis, the Net Worth required by Section 5.13 of the Agreement as of August 31,
1995. This waiver is limited to compliance by the Company and its Subsidiaries
with the terms of Section 5.13 of the Agreement for the month ending August 31,
1995.
(c) Except as specifically waived by this Section 3 and amended
pursuant to Section 2 of this Amendment, all terms, conditions, covenants,
representations and warranties and all other provisions of the Agreement remain
in full force and effect.
SECTION 4. Conditions of Effectiveness. As a condition precedent to the
---------------------------
effectiveness of this Amendment and the Bank's agreements and obligations
hereunder, the Company, the Corporate Guarantors, the Guarantor and ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, as applicable, shall have taken the
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following actions and delivered to the Bank the following documents and
instruments, in form and substance satisfactory to the Bank:
(a) The Company, the Corporate Guarantors, the Guarantor and ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ shall have duly executed and delivered this Amendment, such other
Loan Documents, and such evidence of filings, acknowledgements or acceptances of
any such documents, as the Bank may reasonably request or require, all duly
executed and delivered by all parties thereto.
(b) The Company shall have delivered to the Bank certificates of the
Secretary or Assistant Secretary of each of the Company and the Corporate
Guarantors setting forth resolutions of its Board of Directors in form and
substance reasonably satisfactory to the Bank with respect to this Amendment.
(c) For and in consideration of the Bank's agreement to provide the
term loan under Term Note A, the Company shall have paid to the Bank the sum of
$5,000 in immediately available funds, as a previously agreed to nonrefundable
commitment fee.
(d) The Company shall have paid all accrued and unpaid legal fees and
expenses referred to in Section 8.7 of the Agreement and Section 8 hereof to the
extent invoices for such fees and expenses have been delivered to the Company.
(e) Such other evidence as the Bank may reasonably request to
establish the consummation of the transactions contemplated hereby, the taking
of all proceedings in connection herewith and compliance with the conditions set
forth in this Amendment.
SECTION 5. Representations, Warranties and Covenants of the Company and
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the Corporate Guarantors. Each of the Company and the Corporate Guarantors
------------------------
represents and warrants to the Bank, with full knowledge that the Bank is
relying on the following representations and warranties in executing this
Amendment, as follows:
(a) Each of the Company and the Corporate Guarantors has corporate
power and authority to execute, deliver and perform this Amendment, and all
corporate action on the part of the Company and the Corporate Guarantors
requisite for the due execution, delivery and performance of this Amendment has
been duly and effectively taken.
(b) The Agreement as amended by this Amendment and the Loan Documents
and each and every other document executed and delivered in connection with this
Amendment to which the Company, the Corporate Guarantors or any of their
respective Subsidiaries is a party
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constitute the legal, valid and binding obligations of the Company, the
Corporate Guarantors and any of their respective Subsidiaries to the extent it
is a party thereto, enforceable against such Person in accordance with their
respective terms.
(c) This Amendment does not and will not violate any provisions of
the articles or certificate of incorporation or bylaws of the Company or the
Corporate Guarantors, or any contract, agreement, instrument or requirement of
any Governmental Authority to which the Company or the Corporate Guarantors is
subject. Neither the Company's nor the Corporate Guarantors' execution of this
Amendment will result in the creation or imposition of any lien upon any
properties of the Company or the Corporate Guarantors, other than those
permitted by the Agreement and this Amendment.
(d) Neither the Company's nor the Corporate Guarantors' execution,
delivery and performance of this Amendment requires the consent or approval of
any other Person, including, without limitation, any Governmental Authority.
(e) The quarterly unaudited consolidated balance sheet of the Company
and its Subsidiaries as of June 30, 1995, and the monthly unaudited consolidated
balance sheet of the Company and its Subsidiaries as of August 31, 1995, and the
related consolidated statements of earnings, capital accounts, and cash flows of
the Company for the quarter and month then ended and the consolidated balance
sheet and related consolidated statements of earnings, capital accounts and cash
flows for the period commencing the first day of the fiscal year and ending on
the last day of such quarter and month which have been furnished to the Bank,
fairly present the financial condition of the Company and its Subsidiaries as at
such date and the results of the operations of the Company and its Subsidiaries
for the periods ended on such date, all in accordance with GAAP applied on a
consistent basis, and since August 31, 1995 there has been no material adverse
change in such condition or operations.
(f) Except for the Event of Default expressly waived in accordance
with Section 3 hereof, each of the Company and the Corporate Guarantors has
performed and complied with all agreements and conditions contained in the
Agreement required to be performed or complied with by the Company and the
Corporate Guarantors prior to or at the time of delivery of this Amendment.
(g) Except for the Event of Default expressly waived in accordance
with Section 3 hereof, no Default or Event of Default exists.
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(h) Nothing in this Section 5 of this Amendment is intended to amend
any of the representations or warranties contained in the Agreement or of the
Loan Documents to which the Company, the Corporate Guarantors or any of their
respective Subsidiaries is a party. Each of the Company and the Corporate
Guarantors represents and warrants that all of the representations and
warranties contained in the Agreement and all instruments and documents executed
pursuant thereto or contemplated thereby are true and correct in all material
respects on and as of this date, except (i) such representations that relate
solely to an earlier date and that were true and correct on such earlier date,
and (ii) the breach or inaccuracy of representations and warranties about which
the Bank has been notified in writing prior to the date of this Amendment.
SECTION 6. Reference to and Effect on the Agreement.
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(a) Upon the effectiveness of Sections 1, 2, and 3 hereof, on and
after the date hereof, each reference in the Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import, shall mean and be a
reference to the Agreement as amended hereby.
(b) Except as specifically amended by this Amendment, the Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
SECTION 7. Defaults and Events of Default. Each of the Company, the
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Corporate Guarantors, the Guarantor and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ agrees that no Event
of Default and no Default (other than the Event of Default expressly waived in
accordance with Section 3 hereof) has been waived or remedied by the execution
of this Amendment by the Bank, and any Default or Event of Default (other than
the Event of Default expressly waived in accordance with Section 3 hereof)
heretofore arising and currently continuing shall continue after the execution
and delivery hereof.
SECTION 8. Cost, Expenses and Taxes. The Company agrees to pay on demand
------------------------
all reasonable costs and expenses of the Bank in connection with the
preparation, reproduction, execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder, including reasonable
attorneys' fees and out-of-pocket expenses of the Bank. In addition, the Company
shall pay any and all stamp and other taxes and fees payable or determined to be
payable in connection with the execution and delivery, filing or recording of
this Amendment and the other instruments and documents to be delivered
hereunder, and agrees to save the Bank harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes or fees.
SECTION 9. Extent of Amendments. Except as otherwise expressly provided
--------------------
herein, the Agreement and the other Loan Documents are not amended, modified or
affected by this
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Amendment. Each of the Company and the Corporate Guarantor ratifies and confirms
that (i) except as expressly amended hereby, all of the terms, conditions,
covenants, representations, warranties and all other provisions of the Agreement
remain in full force and effect, (ii) each of the other Loan Documents are and
remain in full force and effect in accordance with their respective terms, and
(iii) the Collateral is unimpaired by this Amendment.
SECTION 10. Acknowledgment. The undersigned officers of each of the
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Company and the Corporate Guarantors executing this Amendment represent and
warrant that they have full power and authority to execute and deliver this
Amendment on behalf of the Company and the Corporate Guarantors, respectively,
that such execution and delivery has been duly authorized by each of the Board
of Directors of the Company and the Corporate Guarantors, respectively, and that
the resolutions previously delivered to the Bank in connection with the
execution and delivery of the Second Restated and Amended Loan Agreement, the
First Amendment, and the Second Amendment, are and remain in full force and
effect and have not been altered, amended or repealed in anyway.
SECTION 11. Grant and Affirmation of Security Interest.
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(a) Each of the Guarantor and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ hereby grants a
security interest in the Collateral to secure payment and performance of the
Guaranteed Obligations (as such term is defined in Security Agreement-Pledges
executed by the Guarantor and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇), including, without
limitation, Term Note A and the Revolving Note, and all documents and
instruments executed in connection therewith and, each of the Guarantor and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ hereby confirms and agrees that any and all liens, security
interests and other security or Collateral now or hereafter held by the Bank as
security for payment and performance of the Guaranteed Obligations hereby are
renewed, extended and carried forth to secure payment and performance of all of
the Guaranteed Obligations. The Security Instruments executed by the Guarantor
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ are and remain legal, valid and binding obligations of
the parties thereto, enforceable in accordance with their respective terms.
(b) Each of the Company and the Corporate Guarantors hereby grants a
security interest in the Collateral to secure payment and performance of Term
Note A, the Revolving Note, and the obligations described in the Agreement and
all documents and instruments executed in connection therewith and, each of the
Company and the Corporate Guarantors hereby confirms and agrees that any and all
liens, security interests and other security or Collateral now or hereafter held
by the Bank as security for payment and performance of the Obligations
(including, without limitation, Term
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Note A and the Revolving Note) hereby are renewed, extended and carried forth to
secure payment and performance of all of the Obligations (including, without
limitation, Term Note A and the Revolving Note). The Security Instruments
executed by the Company and the Corporate Guarantors are and remain legal, valid
and binding obligations of the parties thereto, enforceable in accordance with
their respective terms.
SECTION 12. Guaranties.
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(a) VNIC hereby consents to and accepts the terms and conditions of
this Amendment, agrees to be bound by the terms and conditions hereof and
ratifies and confirms that its Guaranty, executed and delivered to the Bank on
December 16, 1992, guaranteeing payment of the Obligations, is and remains in
full force and effect and secures payment of, among other things, Term Note A
and the Revolving Note.
(b) VNIE hereby consents to and accepts the terms and conditions of
this Amendment, agrees to be bound by the terms and conditions hereof and
ratifies and confirms that its Guaranty, executed and delivered to the Bank on
February 28, 1995, guaranteeing payment of the Obligations, is and remains in
full force and effect and secures payment of, among other things, Term Note A
and the Revolving Note.
(c) Guarantor hereby consents to and accepts the terms and conditions
of this Amendment, agrees to be bound by the terms and conditions hereof and
ratifies and confirms that his Restated and Amended Limited Guaranty Agreement,
executed and delivered to the Bank on February 26, 1994, guaranteeing payment of
the Obligations, is and remains in full force and effect and secures payment of,
among other things, Term Note A and the Revolving Note.
SECTION 13. Execution and Counterparts. This Amendment may be executed in
--------------------------
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of the signature page of
this Amendment by facsimile shall be equally as effective as delivery of a
manually executed counterpart of this Amendment.
SECTION 14. Severability. In the event any one or more provisions
------------
contained in the Agreement or this Amendment should be held to be invalid,
illegal or unenforceable in any respect, the validity, enforceability and
legality of the remaining provisions contained herein and therein shall not be
affected in any way or impaired thereby and shall be enforceable in accordance
with their respective terms.
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SECTION 15. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the State of Texas.
SECTION 16. Headings. Section headings in this Amendment are included
--------
herein for convenience and reference only and shall not constitute a part of
this Amendment for any other purpose.
SECTION 17. Arbitration Program. The parties agree to be bound by the
-------------------
terms and provisions of the current Arbitration Program of the Bank which is
incorporated by reference herein and is acknowledged as received by the parties
pursuant to which any and all disputes arising hereunder, under the Agreement,
under any of the other Loan Documents, or under any of the documents and
instruments contemplated thereby, or pertaining hereto or thereto, shall be
resolved by mandatory binding arbitration upon the request of any party.
Section 18. Waivers and Release of Claims. As additional consideration to
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the execution, delivery, and performance of this Amendment by the parties hereto
and to induce the Bank to enter into this Amendment, each of the Company, the
Corporate Guarantors, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and the Guarantor represents and
warrants that none of the Company, the Corporate Guarantors, ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, or the Guarantor knows of any facts, events, statuses or conditions
which, either now or with the passage of time or the giving of notice, or both,
constitute or will constitute a basis for any claim or cause of action against
the Bank or any defense, counterclaim or right of setoff to the payment or
performance of any obligations or indebtedness of the Company, the Corporate
Guarantors, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or the Guarantor to the Bank, and in the event
any such facts, events, statuses or conditions exist or have existed, whether
known or unknown, each of the Company and the Corporate Guarantors for itself,
its subsidiaries, their respective representatives, agents, officers, directors,
employees, shareholders, and successors and assigns, and the Guarantor and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, for themselves and their heirs and assigns, hereby fully,
finally, completely, generally and forever releases, discharges, acquits, and
relinquishes the Bank and its respective representatives, agents, officers,
directors, employees, shareholders, and successors and assigns, from any and all
claims, actions, demands, and causes of action of whatever kind or character
that may have arisen prior to the execution of this Amendment, whether joint or
several, whether known or unknown, for any and all injuries, harm, damages,
penalties, costs, losses, expenses, attorneys' fees, and/or liability whatsoever
and whenever incurred or suffered by any of them. Notwithstanding any provision
of this Amendment, the Agreement or any other Loan Document, this Section 16
shall remain in full force and effect and shall survive the delivery of the
Notes, this Amendment and the Other Loan Documents and the making, extension,
renewal, modification, amendment or restatement of any thereof.
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SECTION 19. NO ORAL AGREEMENTS. THE AGREEMENT (AS AMENDED BY THIS
------------------
AMENDMENT) AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.
COMPANY: BANK:
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VISUAL NUMERICS, INC. FIRST INTERSTATE BANK
OF TEXAS, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ------------------------------
Name: Name:
Title: Title:
CORPORATE GUARANTORS:
---------------------
VISUAL NUMERICS, INC. OF COLORADO
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Name:
Title:
VISUAL NUMERICS, INC. (EUROPE)
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Name:
Title:
GUARANTOR:
---------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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