<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2 TO FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: SEPTEMBER 30, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ___________.
Commission File Number: 0-18674
MARCAM CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2711580
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
95 WELLS AVENUE 02159
NEWTON, MASSACHUSETTS (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (617) 965-0220
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the Common Stock, $.01 Par Value, of the
registrant held by non-affiliates of the registrant as of December 20, 1995
(computed based on the closing price of such stock in the NASDAQ National Market
System) was $179,426,745.
The number of shares outstanding of the registrant's Common Stock, $.01 Par
Value, as of December 20, 1995 was 11,306,189 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, or indicated portions thereof, have been
incorporated herein by reference:
Specifically identified information in the Registrant's definitive proxy
material for its Annual Meeting of Stockholders to be held on February 13, 1996
is incorporated by reference into Part III hereof.
Page 1 of 18 Pages
Exhibit Index Located on Page 4
<PAGE>
This Amendment No. 2 on Form 10-K/A to the registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1995 (the "Report") is being
filed to amend the Exhibit Index. In addition, Exhibit 10.30 is filed herewith.
The other exhibits that appear in the Exhibit Index have been filed previously
with the Securities and Exchange Commission.
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to the
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, this 27th day of June, 1996.
MARCAM CORPORATION
By: /s/ George A. Chamberlain, 3d
-----------------------------
George A. Chamberlain, 3d,
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
The following designated exhibits are, as indicated below, either filed
herewith or have heretofore been filed with the Securities and Exchange
Commmission and are referred to and incorporated by reference to such filings.
<TABLE>
<CAPTION>
<S> <C> <C>
EXHIBIT NO. DESCRIPTION SEC DOCUMENT REFERENCE
- ----------- ----------- -----------------------
2.1, 10.38 Stock Purchase Agreement dated as Exhibit 2.1 to Current Report on
of September 29, 1995 by and Form 8-K Dated September 29, 1995
among Marcam Corporation,
International Business Machines
Corporation, Edison Venture Fund,
L.P., Richard C. Cook, Paul A.
Margolis, John Campbell and
Mapics, Inc.
2.2* Securities Purchase Agreement dated 0-18674
as of June 17, 1993 by and among Exhibit 2.1 to Current Report on
the Registrant, Marcam Investment Form 8-K Dated on June 18, 1993
Holding Corporation, Varnet Soft-
ware Corporation, Amgata Holdings
Ltd., Howard Reisman, Amalia
Reisman, Galite Reisman,
Kenneth Reisman and Talia
Reisman
3.1, 4.1 Restated Articles of Organization of 33-5666
the Registrant Exhibits 3.2, 4.2
3.2, 4.2 By-laws, as amended and restated, of 33-5666
the Registrant Exhibits 3.3, 4.3
3.3, 4.3 Certificate of Vote of Directors 0-18674
Establishing a Series or a Class of Exhibits 3.1, 4.2 to Current Report
Stock of the Registrant on Form 8-K Dated June 18, 1993
3.4, 4.4 Certificate of Vote of Directors 0-18674
Establishing a Series or a Class of Exhibits 3.4, 4.4 to Annual Report
Stock of the Registrant on Form 10-K for the fiscal year
ended September 30, 1993
4.5 Specimen certificate representing 33-35666
the Common Stock Exhibit 4.4
4.6 Stock Exchange Agreement dated as 0-18674
of April 9, 1991 by and among the Exhibits 2.2, 4.1 to Current Report
Registrant, Marcam Canada Holding on Form 8-K Dated April 9, 1991
Corporation and William A. Shaw,
Linda Pia Shaw, Randy Reeve,
Denise Reeve, John P. Williamson,
and Sheila Kathleen Williamson
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION SEC DOCUMENT REFERENCE
- ----------- ----------- ----------------------
<S> <C> <C>
4.7 Certificate of Designation for Series Exhibit 4 to Current Report on Form
D Convertible Preferred Stock of 8-K Dated September 29, 1995
Marcam Corporation
10.1 Form of Lease Agreements entered 33-35666
into by the Registrant with various Exhibit 10.1
partnerships in which Messrs.
Margolis, Campbell and Ebling have
an interest
10.2 Form of Stock Purchase Agreements 33-35666
entered into by the Registrant with Exhibit 10.5
Messrs. Margolis, Stoner, Ebling
and certain other persons
10.3 Lease by and between the Registrant 33-35666
and Dominic J. Saraceno, as Exhibit 10.7
amended, dated June 13, 1988
10.4 Form of Indemnity Agreements 33-35666
entered into by the Registrant with Exhibit 10.9
Messrs. Margolis, Campbell, Barrett,
de Chazal, Hickok, McKay and
Ebling
10.5 Class D Preferred Stock Purchase 33-35666
Agreement dated as of January 31, Exhibit 10.13
1989 by and among the Registrant,
Lawrence, Tyrell, Ortale & Smith,
Morgan Stanley Venture Capital
Fund, L.P., SIF Limited Partnership,
Evergreen III Limited Partnership,
John Hancock Venture Capital Fund
Limited Partnership II, Mayflower
Fund Limited Partnership, Battery
Ventures, L.P., Edison Venture Fund
L.P., David M. Stoner, Steven
Lesser, Stephen Lifshatz, Paul A.
Margolis and John Campbell
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION SEC DOCUMENT REFERENCE
- ----------- ----------- ----------------------
<S> <C> <C>
10.6 Class A, B and C Preferred Holders' 33-35666
Agreement dated as of January 31, Exhibit 10.14
1989 by and among the Registrant,
Lawrence, Tyrell, Ortale & Smith,
Morgan Stanley Venture Capital
Fund, L.P., SIF Limited Partnership,
Battery Ventures, L.P., Edison
Venture Fund L.P., Robert Fleming
Nominees, Evergreen III Limited
Partnership, John Hancock Venture
Capital Fund Limited Partnership
II, Mayflower Fund Limited
Partnership, Adventures Limited
Partnership, Berkshire Partners II,
L.P., S. Donald Gonson, David M.
Stoner, Steven Lesser, Jacques
Sabbah and Richard S. Hickok
10.7 Letter Agreement dated as of January 33-35666
31, 1989 by and between the
Registrant and Paul A. Margolis
10.8 Second and Third Amendments, 0-18674
each dated as of August 29, 1990, to Exhibit 10.17 to Annual Report on
Lease by and between Registrant and Form 10-K for the fiscal year ended
Dominic J. Saraceno, as amended, September 30, 1990
dated June 13, 1988
10.9 1990 Employee Stock Purchase Plan, 0-18674
as amended and restated Exhibit 10.21 to Annual Report on
Form 10-K for the fiscal year ended
September 30, 1992
10.10 Deferred Compensation Plan, as 0-18674
amended and restated Exhibit 10.22 to Annual Report on
Form 10-K for the fiscal year ended
September 30, 1991
10.11 1987 Stock Plan, as amended and 0-18674
restated Exhibit 10.17 to Annual Report on
Form 10-K for the fiscal year ended
September 30, 1992
10.12 Fourth Amendment, dated June 30, 0-18674
1992, to Lease by and between Exhibit 10.19 to Annual Report on
Registrant and Dominic J. Saraceno, Form 10-K for the fiscal year ended
as amended, dated June 13, 1988 September 30, 1992
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description SEC Document Reference
- ----------- ----------- ----------------------
<S> <C> <C>
10.13* Participation Agreement dated as of 0-18674
February 23, 1993 among the Exhibit 2.1 to Current Report on
Registrant, International Business Form 8-K Dated February 26, 1993
Machines Corporation and Mapics, Inc.
10.14 Definitional Agreement dated as of 0-18674
February 23, 1993 among the Exhibit 2.2 to Current Report on
Registrant, International Business Form 8-K Dated February 26, 1993
Machines Corporation, Paul A.
Margolis and John Campbell
10.15* Marketing License Agreement dated 0-18674
as of February 26, 1993 between the Exhibit 2.3 to Current Report on
Registrant and International Form 8-K Dated February 26, 1993
Business Machines Corporation
10.16* IBM Corporate Trademark License 0-18674
Agreement dated as of February 26, Exhibit 2.6 to Current Report on
1993 between the Registrant and Form 8-K Dated February 26, 1993
International Business Machines
Corporation
10.17 Fifth Amendment, dated May 10, 0-18674
1993 to Lease by and between Exhibit 10.27 to Annual Report
Registrant and Dominic J. Saraceno, on Form 10-K for the fiscal year
as amended, dated June 13, 1988 ended September 30, 1993 as
amended by Form 10-K/A dated
August 22, 1994
10.18 Complementary Marketing 0-18674
Agreement dated as of December 26, Exhibit 10.29 to Annual Report
1990 by and between the Registrant on Form 10-K for the fiscal year
and International Business Machines ended September 30, 1993 as
Corporation amended by Form 10-K/A dated
August 22, 1994
10.19 Note and Warrant Purchase Agreement 0-18674
entered into by Marcam Corporation Exhibit 10.1 to Quarterly Report on
and each of The Northwestern Mutual Form 10-Q dated May 12, 1994 as
Life Insurance Company, John amended by Form 10-Q/A dated
Hancock Mutual Life Insurance October 6, 1994
Company and John Hancock Life
Insurance Company of America dated
as of May 12, 1994
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description SEC Document Reference
- ----------- ----------- ----------------------
<S> <C> <C>
10.20 Amendment Agreement dated as of 0-18674
August 19, 1994 by and among the Exhibit 10.1 to Quarterly Report
Registrant, The Northwestern on Form 10-Q dated August 22,
Mutual Life Insurance Company, 1994
John Hancock Mutual Life Insurance
Company and John Hancock Life
Insurance Company of America
10.21 Letter Agreement with Steven F. 0-18674
Kaplan dated June 6, 1994 Exhibit 10.5 to Quarterly Report
on Form 10-Q dated August 22,
1994
10.22 1994 Stock Plan 0-18674
Exhibit 10.32 to Annual Report on
Form 10-K for the fiscal year ended
September 30, 1994 as amended
10.23* Form of Memoranda dated 0-18674
December 1, 1994 regarding Exhibit 10.33 to Annual Report on
Compensation Plans for fiscal year Form 10-K for the fiscal year ended
1995 from Registrant to each of September 30, 1994 as amended
Messrs. Margolis, Campbell, Cook,
Ebling and Stonier
10.24* Business Partner Agreement dated as 0-18674
of April 21, 1994 by and between the Exhibit 10.34 to Annual Report on
Registrant and J.D. Edwards & Form 10-K for the fiscal year ended
Company September 30, 1994 as amended
10.25* Memoranda dated December 6, 1994 0-18674
regarding Compensation Plan for Exhibit 10.35 to Annual Report on
fiscal year 1995 from Registrant to Form 10-K for the fiscal year ended
Mr. Chamberlain September 30, 1994 as amended
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description SEC Document Reference
- ----------- ----------- ----------------------
<S> <C> <C>
10.26 Amendment Agreement dated as of 0-18674
July 29, 1995 by and among the Exhibit 10.36 to Annual Report on
Registrant, The Northwestern Form 10-K for the fiscal year ended
Mutual Life Insurance Company, September 30, 1994 as amended
John Hancock Mutual Life Insurance
Company and John Hancock Life
Insurance Company of America
10.27 Loan and Security Agreement dated 0-18674
as of August 29, 1995 by and Exhibit 10.37 to Annual Report on
between Greyrock Business Credit, a Form 10-K for the fiscal year ended
division of Greyrock Capital Group September 30, 1994 as amended
Inc., and the Registrant
10.28 Convertible Preferred Stock Purchase 0-18674
Agreement dated September 20, Exhibit 10.2 to Current Report on
1995 by and among Marcam Form 8-K Dated September 29, 1995
Corporation, General Atlantic
Partners 21, L.P., GAP
Coinvestment Partners, L.P. and The
Northwestern Mutual Life Insurance
Company
10.29 Registration Rights Agreement dated 0-18674
September 27, 1995 by and among Exhibit 10.3 to Current Report on
Marcam Corporation, General Form 8-K Dated September 29, 1995
Atlantic Partners 21, L.P., GAP
Coinvestment Partners, L.P. and The
Northwestern Mutual Life Insurance
Company
10.30 Amendment Agreement dated as of
September 29, 1995 by and among
the Registrant, The Northwestern
Mutual Life Insurance Company,
John Hancock Mutual Life Insurance
Company, John Hancock Mutual
Life Insurance Company of America
and Barnett & Co.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description SEC Document Reference
- ----------- ----------- ----------------------
<S> <C> <C>
10.31+
Amendment Agreement dated as of
November 14, 1995 by and among
the Registrant, The Northwestern
Mutual Life Insurance Company,
John Hancock Mutual Life Insurance
Company, John Hancock Mutual
Life Insurance Company of America
and Barnett & Co.
10.32+ Addendum dated August 7, 1995 to
Business Partner Agreement dated
April 21, 1994 by and between the
Registrant and J.D. Edwards &
Company
10.33* + Marcam/NEC Distribution
Agreement between Marcam World
Trade Corporation and NEC
Corporation dated as of March 31,
1995
10.34* + Marcam/NEC Technology Transfer
and License Agreement by and
between the Registrant and NEC
Corporation dated as of March 31,
1995
10.35* + Marcam Affiliate Agreement
between Marcam World Trade
Corporation and IBM Japan, Ltd.
dated as of March 31, 1995
10.36* + Letter of Agreement with David M.
Stoner dated September 28, 1995
10.37+ Form of Memoranda dated
December 7, 1995 regarding
Compensation plans for fiscal year
1996 from Registrant to each of
Messrs. Margolis, Campbell,
Chamberlain, Cook, and Ebling
10.38+ Amendment Agreement dated as of
December 15, 1995 by and among
the Registrant, The Northwestern
Mutual Life Insurance Company,
John Hancock Mutual Life Insurance
Company, John Hancock Mutual
Life Insurance Company of America
and Barnett & Co.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description SEC Document Reference
- ----------- ----------- ----------------------
<S> <C> <C>
11+ Statement re Computation of
Earnings (Loss) Per Share
13+ 1995 Corporate Report
21+ Subsidiaries of the Registrant
23.1+ Consent of Coopers & Lybrand
L.L.P.
23.2+ Consent of KPMG Peat Marwick
LLP
</TABLE>
- ----------------------------------------
* Confidential Treatment granted
** Confidential Treatment requested
+ Previously Filed
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<PAGE>
Exhibit 10.30
-------------
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT (this "Amendment"), dated as of September 29, 1995,
among MARCAM CORPORATION (together with its successors and assigns, the
"Company"), and each of the holders of Notes (as such term is defined below)
whose name appears on the signature pages hereof (individually, a "Holder" and,
collectively, the "Holders").
RECITALS:
WHEREAS, the Company has entered into those certain several Note and
Warrant Purchase Agreements (collectively, the "Existing Note Agreement," as
amended by the Amendment Agreement dated as of August 19, 1994, the "Amended
Note Agreement"), each dated as of May 12, 1994, with each of the purchasers
identified on Annex 1 thereto (the "Purchasers");
WHEREAS, the Company has entered into those certain several Warrant
Agreements (collectively, the "Existing Warrant Agreement," as amended by the
Amendment Agreement dated as of July 29, 1995, the "Amended Warrant Agreement"),
each dated May 12, 1994;
WHEREAS, the Company, pursuant to the Existing Note Agreement and the
Existing Warrant Agreement, issued the Notes and the Warrants to the Holders;
WHEREAS, each of the Holders is a holder of the Notes and Warrants set
forth on Annex 1 hereto;
WHEREAS, the Company has requested the Holders to amend certain provisions
of the Amended Note Agreement and the Amended Warrant Agreement as hereinafter
provided; and
WHEREAS, the Holders are agreeable to such modifications and such
amendments, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein
shall have the respective meanings ascribed to them in the Amended Note
Agreement.
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2. AMENDED NOTE AGREEMENT AMENDMENTS
Subject to the satisfaction of the conditions set forth in Section 4
hereof, the Holders hereby consent and agree to each of the amendments to the
Amended Note Agreement set forth below in this Section 2, as follows:
2.1 AMENDMENT TO SECTION 6.10. Section 6.10 of the Amended Note Agreement
is hereby amended and restated in its entirety to read as follows:
"The Company will not at any time permit Consolidated Net Worth to be less
than Twenty Million Dollars ($20,000,000); provided, however, that the
Company will not permit Consolidated Net Worth to be less than (i) Twenty
Million Dollars ($20,000,000) plus (ii) on a cumulative basis, 50% of the
----
Company's Consolidated Net Income, if positive, for each fiscal quarter
ending after December 31, 1995 and provided further that the Company shall
not at any time be required to maintain a Consolidated Net Worth in excess
of Fifty Million Dollars ($50,000,000)."
2.2 AMENDMENT TO SECTION 6.11. Section 6.11 of the Amended Note Agreement
is hereby amended and restated in its entirety to read as follows:
"The Company will not at any time during any period set forth in the chart
below permit Consolidated Debt, determined at such time, to exceed the
percentage of Consolidated Capitalization, determined at such time, set
forth in the chart below opposite the period during which such time of
determination occurs:
<TABLE>
<CAPTION>
==================================================
PERIOD BEGINNING AND ENDING PERCENTAGE
==================================================
<S> <C> <C>
Closing Date September 30, 1995 60%
==================================================
October 1, 1995 September 30, 1996 60%
==================================================
October 1, 1996 September 30, 1997 55%
==================================================
October 1, 1997 thereafter 50%"
==================================================
</TABLE>
2.3 DEFINITION OF WARRANT AGREEMENT. Each reference to "Warrant
Agreement" in the Existing Note Agreement shall be deemed a reference to the
Existing Warrant Agreement, as amended, and as further amended from time to time
after the Effective Date.
3. AMENDED WARRANT AGREEMENT AMENDMENTS
Subject to the satisfaction of the conditions set forth in Section 4
hereof, the Holders hereby consent and agree to each of the amendments to the
Amended Warrant Agreement set forth below in this Section 3, as follows:
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3.1 AMENDMENT TO SECTION 5.1(A). Section 5.1(a) of the Amended Warrant
Agreement is hereby amended and restated in its entirety to read as follows:
"(A) TIME OF FILING. As soon as practicable after the date
hereof, but in no event later than April 30, 1995 (the "Target Filing
Date"), the Company will file a "shelf" registration statement (the "Shelf
Registration") on an appropriate form pursuant to Rule 415 under the
Securities Act or any similar rule that may be adopted by the SEC with
respect to dispositions of all of the Registrable Securities in such manner
or manners specified by the holders thereof. The Company agrees to use its
reasonable best efforts to have such Shelf Registration declared effective
as promptly as is practicable after such filing, but in no event later than
November 15, 1995 (the "Target Effective Date"), and agrees to keep such
Shelf Registration effective (and to take any and all other actions
reasonably necessary in order to permit public resale of the Registrable
Securities covered by such Shelf Registration) for a period (the "Effective
Period") beginning on the Target Effective Date (or such earlier date as
the Shelf Registration shall first be declared effective under the
Securities Act) and ending upon the earliest to occur of April 30, 2001 and
such earlier date as no Registrable Securities remain outstanding, subject
to the terms and conditions as set forth in this Agreement. The Company
further agrees, if necessary, to supplement or make amendments to such
Shelf Registration, if required by the registration form utilized by the
Company for such Shelf Registration or by the instructions applicable to
each such registration form or by the Securities Act or the rules and
regulations thereunder and the Company agrees to furnish to the holders of
the Registrable Securities covered by such Shelf Registration copies of any
such supplement or amendment prior to its being used or filed with the
SEC."
4. CONDITIONS TO EFFECTIVENESS.
The amendments set forth in Section 2 and Section 3 shall become effective
only upon the satisfaction in all respects of the conditions set forth below.
The first date upon which all such conditions shall have been satisfied is
herein referred to as the "Effective Date."
4.1 EXECUTION AND DELIVERY OF THIS AMENDMENT. Each of the Holders and the
Company shall have executed and delivered to each other this Amendment, and each
of the Amended Note Agreement, the Amended Warrant Agreement, the Notes and the
Warrant Certificates shall be in full force and effect.
4.2 REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties set forth in paragraph 5 hereof shall be true and correct as of the
date hereof and as of the Effective Date; and no Default or Event of Default
pursuant to the Amended Note Agreement shall be existing on the Effective Date.
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5. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to each of the Holders as follows:
5.1 ORGANIZATION, EXISTENCE, ETC. The Company:
(a) is a corporation duly organized and validly in good standing under
the laws of its state of incorporation;
(b) has all requisite power and authority and all necessary licenses
and permits to own and operate its Properties and to carry on its business
as now conducted and presently proposed to be conducted; and
(c) is duly qualified and is authorized to do business and is in good
standing as a foreign corporation in each jurisdiction where the character
of its Properties or the nature of its activities makes such qualification
necessary.
5.2 POWER AND AUTHORITY. The Company has the corporate power and
authority:
(a) to authorize, execute, deliver and enter into this Amendment; and
(b) to perform its obligations under this Amendment, the Amended Note
Agreement (as amended hereby), the Notes, the Amended Warrant Agreement (as
amended hereby) and the Warrant Certificates.
5.3 ENFORCEABILITY. This Amendment has been duly authorized, executed and
delivered by the Company. The Amended Note Agreement (as amended hereby), the
Notes, the Amended Warrant Agreement (as amended hereby) and the Warrant
Certificates constitute the legal, valid and binding obligations of the Company,
enforceable in accordance with their respective terms, except as such
enforceability may be:
(a) limited by bankruptcy, insolvency or other similar laws affecting
the enforceability of creditors' rights generally; and
(b) subject to the availability of equitable remedies.
The holders of the Notes and the Warrants are entitled to the benefits of the
Amended Note Agreement (as amended hereby) and the Amended Warrant Agreement (as
amended hereby), respectively.
5.4 NO CONFLICTS. The authorization, execution and delivery by the
Company of this Amendment are not, and the performance by the Company of its
obligations under the Amended Note Agreement (as amended hereby), the Notes, the
Amended Warrant Agreement (as amended hereby) and the Warrant Certificates will
not be, inconsistent with its certificate of incorporation or by-laws, do not
and will not contravene any law, governmental rule or regulation, violate any
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<PAGE>
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judgment, order or award of any arbitrator applicable to the Company, do not and
will not contravene any provision of, or constitute a default under, any
indenture, mortgage, contract or other instrument to which the Company is a
party or by which any of its Property is bound, and will not result in the
imposition of a Lien upon any Property of the Company.
6. COSTS AND EXPENSES.
The Company shall pay all amounts which are payable pursuant to Section
11.5(d) of the Amended Note Agreement and Section 8.1 of the Amended Warrant
Agreement, and shall pay all out-of-pocket expenses of the Holders in connection
with the negotiation, preparation, execution and delivery of this Amendment,
including, without limitation, within five (5) Business Days after being
presented with an invoice therefor, all the fees and expenses of special counsel
engaged by the Holders in connection therewith.
7. MISCELLANEOUS.
7.1 SUCCESSORS AND ASSIGNS. All the provisions of this Amendment by or
for the benefit of the parties hereto shall bind and inure to the benefit of
their respective successors and assigns hereunder.
7.2 EXECUTION IN COUNTERPARTS. This Amendment may be executed in one or
more counterparts, all of which taken together shall constitute a single
instrument.
7.3 GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
7.4 NO OTHER AMENDMENTS. Except as expressly provided herein:
(a) no other terms and provisions of the Amended Note Agreement or the
Amended Warrant Agreement shall be modified or changed by this Amendment;
and
(b) the terms and provisions of the Amended Note Agreement and the
Amended Warrant Agreement shall continue in full force and effect. The
Company hereby acknowledges and reaffirms all of its obligations and duties
under the Amended Note Agreement, the Notes, the Amended Warrant Agreement
and the Warrant Certificates.
7.5 SEVERABILITY. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
MARCAM CORPORATION
By: /s/ George A. Chamberlain, 3d
------------------------------
Name: George A. Chamberlain, 3d
Title: Chief Financial Officer
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By: /s/ A. Kipp Koester
--------------------
Name: A. Kipp Koester
Title: Vice President
BARNETT & CO.
By: /s/ Richard McCormick
---------------------
Name: Richard McCormick
Title: Assistant Treasurer
JOHN HANCOCK LIFE INSURANCE COMPANY OF
AMERICA
By: /s/ George H. Braun
--------------------
Name: George H. Braun
Title: Vice President
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
By: /s/ Dana Donovan
----------------
Name: Dana Donovan
Title: Senior Investment Officer
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<PAGE>
ANNEX 1
HOLDERS OF NOTES AND WARRANTS
<TABLE>
<CAPTION>
NAME OF HOLDER NOTE REGISTRATION NUMBER WARRANT CERTIFICATE AND
AND PRINCIPAL AMOUNT NUMBER OF WARRANTS
<S> <C> <C>
The Northwestern Mutual R-1, $15,000,000 WR-1, 230,000 Warrants
Life Insurance Company
John Hancock Mutual Life WR-2, 91,999 Warrants
Insurance Company ------
John Hancock Mutual Life WR-3, 30,667 Warrants
Insurance Company ------
John Hancock Life R-4, $2,000,000 WR-4, 30,667 Warrants
Insurance Company of
America
Barnett & Co. R-5, $8,000,000 ------
</TABLE>
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