1
EXHIBIT 10.17
Amendment to Warrant
THIS AMENDMENT is entered into by and among PNC Capital Corp. ("PNC"),
and Best Software, Inc., previously named Best Programs, Inc. ("Best").
WHEREAS, on March 24, 1993 Best issued to PNC a Best Programs, Inc.
Common Stock Purchase Warrant (the "Warrant"); and
WHEREAS, pursuant to a letter dated January 22, 1997, PNC agreed to
waive compliance by Best with the provisions of Section 6.3 of that certain
Loan and Warrant Purchase Agreement by and between PNC and Best dated as of
March 2, 1993 for the express intent of issuing a one-time cash dividend in the
amount of approximately $3.0 million; and
WHEREAS, in consideration of such waiver, Best agreed to amend the
Warrant to reduce the then current per share Exercise Price thereunder.
NOW THEREFORE, Best and PNC hereby agree as follows:
1. Any capitalized term used in this Amendment that is not
defined herein shall have the definition ascribed to such term in the Warrant.
2. The parties agree that, as of the date of this Amendment, and
prior to the execution hereof, the per share exercise price under the Warrant
is $4.00 per share, giving effect to a one-to-ten split of Best's Common Stock
which occurred after the Warrant was issued.
3. The parties hereby agree that, as of the effective date of
this Amendment, the Exercise Price is hereby reduced to $3.3175 per share, a
reduction of $0.6825 per share. Anything in this Amendment notwithstanding,
from the date of this Amendment until expiration or full exercise of the
Warrant, the Exercise Price may be further adjusted from time to time as
provided in the Warrant.
4. Except as expressly modified herein, the provisions of the
Warrant shall remain in full force and effect.
5. This Amendment may be signed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. If this Amendment is signed in counterparts, no signatory
hereto shall be bound until all parties named below have duly executed a
counterpart of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
be effective as of the date the last party signs below.
PNC CAPITAL CORP BEST SOFTWARE, INC.
By: By:
----------------------------- --------------------------
▇▇▇▇▇ ▇. Del Presto ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President Chief Financial Officer
Date: Date:
------------------------------ ------------------------
2
Amendment to Warrant
THIS AMENDMENT is entered into by and among PNC Capital Corp. ("PNC"),
and Best Software, Inc., previously named Best Programs, Inc. ("Best").
WHEREAS, on March 24, 1993 Best issued to PNC a Best Programs, Inc.
Common Stock Purchase Warrant (the "Warrant"); and
WHEREAS, pursuant to a letter dated June 17, 1997, PNC agreed to waive
compliance by Best with the provisions of Section 6.3 of that certain Loan and
Warrant Purchase Agreement by and between PNC and Best dated as of March 2,
1993 for the express intent of issuing a cash dividend to shareholders in the
amount of approximately $8.0 million; and
WHEREAS, in consideration of such waiver, Best agreed to pay PNC a
dividend equivalent payment of $432,337.50 as well as amend the Warrant to
reduce the then current per share Exercise Price thereunder by 20% of the
dividend value.
NOW THEREFORE, Best and PNC hereby agree as follows:
1. Any capitalized term used in this Amendment that is not
defined herein shall have the definition ascribed to such term in the Warrant.
2. PNC hereby confirms its agreement to waive compliance by Best
with the provisions of Section 6.3 of that certain Loan and Warrant Purchase
Agreement by and between PNC and the Company dated as of March 2, 1993 for the
sole and limited purpose of allowing the Company to issue a single cash
dividend to its shareholders in an amount not to exceed Eight Million Dollars
($8,000,000).
3. The parties agree that, as of the date of this Amendment, the
per share exercise price under the Warrant is $3.3175 per share.
4. The parties hereby agree that, as of the effective date of
this Amendment, the Exercise Price is hereby reduced to $3.043, a reduction of
$0.2745 per share. Anything in this Amendment notwithstanding, from the date
of this Amendment until expiration or full exercise of the Warrant, the
Exercise Price may be further adjusted from time to time as provided in the
Warrant.
5. Except as expressly modified herein, the provisions of the
Warrant shall remain in full force and effect.
6. This Amendment may be signed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. If this Amendment is signed in counterparts, no signatory
hereto shall be bound until all parties named below have duly executed a
counterpart of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
be effective as of the date the last party signs below.
PNC CAPITAL CORP BEST SOFTWARE, INC.
By: By:
----------------------------- --------------------------
▇▇▇▇▇ ▇. Del Presto ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President Chief Financial Officer
Date: Date:
------------------------------ ------------------------
