FIRST PROSPECTUS SUPPLEMENT RULES 424(b)(3) and 424(c)
TO PROSPECTUS DATED REGISTRATION No. 333-90993
DECEMBER 9, 1999
1,249,356 SHARES OF COMMON STOCK
CFI PROSERVICES, INC.
We have prepared this Prospectus Supplement to update our Prospectus dated
December 9, 1999 (the "Prospectus") covering 1,249,356 shares of our Common
Stock, no par value (the "Common Stock") to be sold by certain selling security
holders. You should read this Prospectus Supplement in conjunction with the
Prospectus itself except to the extent that the information included in this
Prospectus Supplement supercedes the information contained in the Prospectus.
All undefined capitalized terms that are used in this Prospectus Supplement have
the meanings in the Prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is January 14, 2000.
The Prospectus, along with this First Prospectus Supplement, is the prospectus
that we are required to deliver by Section 5(b) of the Securities Act relating
to offers and sales of the shares of Common Stock by the selling security
holders. All references in the Prospectus to "this Prospectus" are changed to
read "this Prospectus (as supplemented and amended)."
We entered into an amendment to the Financing Agreement which became effective
on December 31, 1999 (the "Amendment") and which modifies the Financing
Agreement. The Amendment requires that we pay a fee to our Lenders of 2% of the
aggregate lending commitments under the Financing Agreement. The Amendment also
changes the covenants that we agreed to with our Lenders concerning: permitted
levels of annual operating lease expense, and certain financial ratios,
including maintaining minimum levels of net worth and consolidated earnings
before interest, taxes, depreciation and amortization (EBITDA).
Along with the Amendment, we have also entered into amendments to our Lender
Warrants and Subordinated Notes (each effective on December 31, 1999). These
amendments decrease the amounts that the holders of the Lender Warrants have to
pay to exercise the warrants as well as the price at which the holders of the
Subordinated Notes can convert their notes into Common Stock (prior to any other
adjustments) from $12.34375 per share to $10.00 per share. The closing price of
our Common Stock on December 30, 1999 was $8.063. The amendments to the
Subordinated Notes also require us to pay a fee to the holders of those notes in
connection with the amendment. The fee is 2% of the original purchase price of
the Subordinated Notes.
<PAGE>
AMENDMENT NUMBER ONE TO FINANCING AGREEMENT
THIS AMENDMENT NUMBER ONE TO FINANCING AGREEMENT (this
"Amendment"), effective as of December 31, 1999, is entered into by and among
CFI PROSERVICES, INC., an Oregon corporation ("CFI"), ULTRADATA CORPORATION, a
Delaware corporation and successor by merger to UFO Acquisition Co.
("Ultradata"), MECA SOFTWARE, L.L.C., a Delaware limited liability company
("MECA"), MONEYSCAPE HOLDINGS, INC., an Oregon corporation ("MSHI"), each of the
financial institutions or funds that is a signatory to this Amendment (together
with its successors and permitted assigns, individually, "Lender" and,
collectively, "Lenders"), FOOTHILL CAPITAL CORPORATION, a California
corporation, as administrative agent for the Lenders (in such capacity, together
with its successors, if any, in such capacity, "Administrative Agent"), and
ABLECO FINANCE LLC, a Delaware limited liability company, as collateral agent
for the Lender Group (in such capacity, together with its successors, if any, in
such capacity, "Collateral Agent"), in light of the following:
W I T N E S S E T H
WHEREAS, the Loan Parties and the Lender Group are parties to
that certain Financing Agreement, dated as of August 13, 1999 (as amended,
restated, supplemented, or modified from time to time, the "Financing
Agreement");
WHEREAS, the parties desire to amend the Financing Agreement,
in accordance with the amendment provisions of Section 11.02 thereof, as set
forth herein;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the Financing Agreement as follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Financing Agreement, as
amended hereby.
2. AMENDMENTS TO FINANCING AGREEMENT.
(a) Section 1.01 of the Financing Agreement hereby is amended by adding the
following defined terms in proper alphabetical order:
"FIRST AMENDMENT" means that certain Amendment Number One to
Financing Agreement, effective as of December 31, 1999, among the Loan
Parties and the Lender Group.
"FIRST AMENDMENT CLOSING DATE" means the date, if ever, that
all of the conditions set forth in Section 3 of the First Amendment
shall be satisfied (or waived by the Required Lenders in their sole
discretion).
<PAGE>
"FIRST AMENDMENT APPROVING LENDER" means a Lender that
delivers to Collateral Agent and Borrower a duly executed counterpart
of the First Amendment on or before the earlier to occur of January 14,
2000 and the First Amendment Closing Date.
(b) Section 2.06 of the Financing Agreement hereby is amended by inserting
the following as a new subsection (c) in proper alphanumerical order:
(C) FIRST AMENDMENT FEE. Borrower shall pay to Administrative
Agent, for the ratable benefit of the First Amendment Approving
Lenders, a First Amendment fee in the aggregate amount of $1,600,000,
which fee shall be fully earned on the First Amendment Closing Date and
shall be due and payable in two installments as follows: (i) the first
installment, in the amount of $800,000, shall be due and payable in
full, in immediately available funds, on the First Amendment Closing
Date; and (ii) the second installment, in the amount of $800,000, shall
be due and payable in full, in immediately available funds, on the
earlier to occur of (y) the termination of the Financing Agreement
pursuant to Section 2.05 of the Financing Agreement and (z) June 30,
2000. Borrower hereby expressly authorizes Administrative Agent to
advance to the First Amendment Approving Lenders their ratable share of
each such installment when due and owing and to designate such
installments so advanced as Revolving Loans under the Financing
Agreement. Borrower hereby acknowledges and agree that each installment
of such First Amendment fee payable hereunder is non-refundable as of
the First Amendment Closing Date, and that such fee constitutes
Obligations and are in addition to any other fees payable by Borrower
under the Financing Agreement or any other Loan Document.
(c) Section 6.02(f) of the Financing Agreement hereby is amended and
restated in its entirety as follows:
(F) LEASE OBLIGATIONS. Create, incur or suffer to exist, or
permit any of its Subsidiaries to create, incur or suffer to exist, any
obligations as lessee (i) for the payment of rent for any real or
personal property in connection with any sale and leaseback
transaction, or (ii) for the payment of rent for any real or personal
property under leases or agreements to lease other than (A) Capitalized
Lease Obligations which would not cause the aggregate amount of all
obligations under Capitalized Leases entered into after the Effective
Date owing by the Loan Parties and their Subsidiaries in any fiscal
year to exceed the amounts set forth in subsection (G) of this section
6.02, and (B) Operating Lease Obligations which would not cause the
aggregate amount of all Operating Lease Obligations owing by the Loan
Parties and their Subsidiaries to exceed: (1) during the Fiscal Year
ending December 31, 1999, $5,000,000; (2) during the Fiscal Year ending
December 31, 2000, $7,500,000; (3) during the Fiscal Year ending
December 31, 2001, $9,000,000; and (4) during the Fiscal Year ending
December 31, 2002, $10,500,000.
(d) Section 6.03(a) of the Financing Agreement hereby is amended and
restated in its entirety as follows:
<PAGE>
(a) CURRENT RATIO. Permit the ratio of (i) Consolidated
Current Assets of CFI and its Subsidiaries, to (ii) Consolidated
Current Liabilities of CFI and its Subsidiaries at the end of any
fiscal quarter to be less than the applicable ratio set forth below:
FISCAL QUARTER ENDING RATIO
--------------------- -----------
December 31, 1999 0.85 : 1.00
March 31, 2000 0.85 : 1.00
June 30, 2000 0.95 : 1.00
September 30, 2000 1.05 : 1.00
December 31, 2000 1.05 : 1.00
March 31, 2001 1.10 : 1.00
June 30, 2001 1.10 : 1.00
September 30, 2001 1.15 : 1.00
December 31, 2001 1.15 : 1.00
March 31, 2002 1.20 : 1.00
June 30, 2002 1.20 : 1.00
(e) Section 6.03(c) of the Financing Agreement hereby is amended and
restated in its entirety as follows:
(C) TANGIBLE NET WORTH. Permit Consolidated Tangible Net Worth
of CFI and its Subsidiaries at the end of each fiscal quarter set forth
below to be less than the amount set forth opposite such date.
FISCAL QUARTER ENDING TANGIBLE NET WORTH
--------------------- ------------------
December 31, 1999 ($86,500,000)
March 31, 2000 ($83,500,000)
June 30, 2000 ($76,500,000)
September 30, 2000 ($70,000,000)
December 31, 2000 ($63,500,000)
March 31, 2001 ($62,000,000)
June 30, 2001 ($58,000,000)
September 30, 2001 ($52,500,000)
December 31, 2001 ($45,000,000)
March 31, 2002 ($44,500,000)
June 30, 2002 ($41,500,000)
<PAGE>
(f) Section 6.03(d) of the Financing Agreement hereby is amended and
restated in its entirety as follows:
(D) CASH FLOW RATIO. Permit the Cash Flow Ratio for each
period of four (4) consecutive fiscal quarters of CFI and its
Subsidiaries for which the last quarter ends on a date set forth below
to be less than the ratio set forth opposite such date:
FISCAL QUARTER ENDING RATIO
--------------------- -----------
December 31, 1999 1.30 : 1.00
March 31, 2000 1.52 : 1.00
June 30, 2000 1.49 : 1.00
September 30, 2000 2.03 : 1.00
December 31, 2000 3.25 : 1.00
March 31, 2001 3.50 : 1.00
June 30, 2001 3.50 : 1.00
September 30, 2001 3.50 : 1.00
December 31, 2001 3.50 : 1.00
March 31, 2002 3.50 : 1.00
June 30, 2002 3.50 : 1.00
<PAGE>
(g) Section 6.03(e) of the Financing Agreement hereby is amended and
restated in its entirety as follows:
(E) FIXED CHARGE COVERAGE RATIO. Permit the Fixed Charge
Coverage Ratio for each period of four (4) consecutive fiscal quarters
of CFI and its Subsidiaries for which the last quarter ends on a date
set forth below to be less than the amount set forth opposite such
date:
FISCAL QUARTER ENDING RATIO
--------------------- -----------
December 31, 1999 0.75 : 1.00
March 31, 2000 0.82 : 1.00
June 30, 2000 0.65 : 1.00
September 30, 2000 0.81 : 1.00
December 31, 2000 1.00 : 1.00
March 31, 2001 0.96 : 1.00
June 30, 2001 0.94 : 1.00
September 30, 2001 0.94 : 1.00
December 31, 2001 0.91 : 1.00
March 31, 2002 0.86 : 1.00
June 30, 2002 0.81 : 1.00
(h) Section 6.03(f) of the Financing Agreement hereby is amended and
restated in its entirety as follows:
(F) CONSOLIDATED EBITDA. Permit Consolidated EBITDA of CFI and
its Subsidiaries for each period of four (4) consecutive fiscal
quarters of CFI and its Subsidiaries for which the last fiscal quarter
ends on a date set forth below to be less than the amount set forth
opposite such date; provided, however, that the contribution of MECA to
Consolidated EBITDA of CFI and its Subsidiaries shall be included
therein only for periods from and after May 17, 1999:
<PAGE>
FISCAL QUARTER ENDING CONSOLIDATED EBITDA
--------------------- -------------------
December 31, 1999 $15,202,000
March 31, 2000 $12,542,000
June 30, 2000 $11,577,000
September 30, 2000 $16,601,000
December 31, 2000 $27,217,000
March 31, 2001 $29,593,000
June 30, 2001 $30,170,000
September 30, 2001 $31,480,000
December 31, 2001 $32,139,000
March 31, 2002 $30,848,000
June 30, 2002 $30,027,000
(i) Section 6.03(i) of the Financing Agreement hereby is amended and
restated in its entirety as follows:
(I) DEBT RATIO. Permit the ratio of (i) the amount equal to
the sum of (A) the Obligations, plus (B) capitalized lease obligations,
TO (ii) Consolidated EBITDA for each period of four (4) consecutive
fiscal quarters of CFI and its Subsidiaries for which the last fiscal
quarter ends on a date set forth below to be greater than the ratio set
forth opposite such date:
<PAGE>
FISCAL QUARTER ENDING RATIO
--------------------- -----------
December 31, 1999 6.00 : 1.00
March 31, 2000 5.49 : 1.00
June 30, 2000 5.53 : 1.00
September 30, 2000 3.79 : 1.00
December 31, 2000 2.25 : 1.00
March 31, 2001 2.25 : 1.00
June 30, 2001 2.25 : 1.00
September 30, 2001 2.00 : 1.00
December 31, 2001 2.00 : 1.00
March 31, 2002 2.00 : 1.00
June 30, 2002 2.00 : 1.00
3. CONDITIONS PRECEDENT TO AMENDMENT. The satisfaction of each of the following
on or before January 14, 2000, unless waived or deferred by the Required Lenders
in their sole discretion, shall constitute conditions precedent to the
effectiveness of this Amendment and each and every provision hereof:
(a) The representations and warranties in the Financing Agreement, as amended by
this Amendment, and the other Financing Documents shall be true and correct in
all respects on and as of the date hereof, as though made on such date (except
to the extent that such representations and warranties relate solely to an
earlier date), and the Borrowers shall have delivered an officer's certificate
to such effect, signed by the Chief Executive Officer and the Chief Financial
Officer of each Borrower.
(b) Administrative Agent shall have received the first $800,000 installment of
the First Amendment fee described in Section 2.06(c) of the Financing Agreement,
in immediately available funds, such fee to be for the ratable benefit of the
First Amendment Approving Lenders.
(c) The Required Lenders shall have received evidence, in form and substance
satisfactory to the Required Lenders, that no event of default exists under the
Permitted Subordinated Indebtedness Documents as of each of December 31, 1999,
the date that Borrower executes and delivers this Amendment, and the First
Amendment Closing Date.
(d) Each Warrantholder that is a First Amendment Approving Lender or is an
Affiliate of a First Amendment Approving Lender shall have received an amendment
of its Warrants, duly executed by CFI and the requisite Warrantholders and in
form and substance satisfactory to Collateral Agent, whereby the purchase price
per share set forth in such Warrants (prior to any adjustment thereof pursuant
to Section 4 of such Warrants) shall be decreased from $12.34375 per share to
$10.00 per share, and such amendments shall be in full force and effect.
<PAGE>
(e) No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
Governmental Authority against the Lender Group.
(f) The Borrowers shall have paid on or before the First Amendment Closing Date
all Lender Group Expenses (including reasonable attorneys' fees) incurred by the
Lender Group (or any member thereof) in connection with this Amendment.
(g) Administrative Agent and Collateral Agent shall have received a copy of the
resolutions of each Loan Party, certified as of the First Amendment Closing Date
by a Responsible Official thereof, authorizing the execution, delivery and
performance by such Loan Party of this Amendment and, in the case of CFI, the
execution, delivery, and performance of the amendments to the respective
Warrants described in Section 3(d) hereof.
4. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK.
5. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Upon satisfaction of the
conditions set forth in Section 3 hereof, the parties intend and agree that, as
of December 31, 1999 and during the period commencing therefrom and ending on
the First Amendment Closing Date, no Event of Default arising solely from any
noncompliance by CFI and its Subsidiaries with the negative covenant set forth
in Section 6.02(f) or one or more financial covenants set forth in Sections
6.03(a), 6.03(c), 6.03(d), 6.03(e), 6.03(f), and 6.03(i), in each case as such
covenant was in effect immediately prior to the amendment and restatement of
such covenant pursuant to this Amendment (each such Event of Default, a
"Specified Event of Default"), has occurred and is continuing. Except for the
amendments to the Financing Agreement expressly set forth in Section 2 hereof
and the amendment of the Warrants described in Section 3(d) hereof, the
Financing Agreement and other Loan Documents shall remain unchanged and in full
force and effect. Without limiting the generality of the foregoing and anything
to the contrary notwithstanding, this Amendment shall not affect, and does not
purport to amend or waive, the operation of Section 2.04(b) of the Financing
Agreement, pursuant to which all Obligations shall bear interest at the
Post-Default Rate upon the occurrence and during the continuance of any Event of
Default, or any other right, power, or remedy of the Lender Group (or any member
thereof) with respect to any Default or Event of Default (other than a Specified
Event of Default to the extent set forth herein) or any other or further matter,
all of which rights, powers, and remedies hereby are reserved. To the extent any
terms or provisions of this Amendment conflict with those of the Financing
Agreement or other Loan Documents, the terms and provisions of this Amendment
shall control. This Amendment is a Loan Document.
<PAGE>
6. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.
7. MISCELLANEOUS.
(a) Upon the effectiveness of this Amendment, each reference in the Financing
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Financing Agreement shall mean and refer to the
Financing Agreement as amended by this Amendment.
(b) Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Financing Agreement", "thereunder", "therein", "thereof" or
words of like import referring to the Financing Agreement shall mean and refer
to the Financing Agreement as amended by this Amendment.
(c) Upon the effectiveness of this Amendment, each of the following Schedules to
the Financing Agreement shall be supplemented by the respective Supplements
thereto attached to this Amendment, and each reference in the Loan Documents to
such Schedules shall mean and refer to such Schedules as supplemented by such
respective Supplements:
o Schedule 5.01(g) [Litigation]
o Schedule 5.01(p) [Real Property]
o Schedule 5.01(y) [Intellectual Property]
o Schedule 5.01(z) [Material Contracts]
[Signature page follows.]
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the date first written above.
Date:__________________ CFI PROSERVICES, INC.,
an Oregon corporation
By:
Name:
Title:
By:
Name:
Title:
Date:__________________ ULTRADATA CORPORATION, a
Delaware corporation and
successor by merger to
UFO Acquisition Co.
By:
Name:
Title:
By:
Name:
Title:
Date:__________________ MONEYSCAPE HOLDINGS, INC., an Oregon
corporation
By:
Name:
Title:
By:
Name:
Title:
<PAGE>
MECA SOFTWARE, L.L.C., a Delaware
limited liability company
BY:
Name:
Title:
BY:
Name:
Title:
Date:__________________ ABLECO FINANCE LLC, a Delaware
limited liability company, as
Collateral Agent and as a Lender
By:
Name:
Title:
Date:__________________ FOOTHILL CAPITAL CORPORATION, a
California corporation, as
Administrative Agent and as a Lender
By:
Name:
Title:
<PAGE>
Date:__________________ LEVINE LEICHTMAN CAPITAL PARTNERS II,
L.P., a California limited
partnership, as a Lender
By: LLCP California Equity
Partners II, L.P., a California
limited partnership, its General
Partner
By: Levine Leichtman
Capital Partners, Inc., a
California corporation, its
General Partner
By:
Name:
Title:
Date:__________________ FOOTHILL PARTNERS III, L.P., a
Delaware limited partnership, as a
Lender
By:
Name:
Title:
Date:__________________ A2 FUNDING LP, as a Lender
By: A2 FUND MANAGEMENT LLC,
its General Partner
By:
Name:
Title:
<PAGE>
AMENDMENT NUMBER ONE TO
WARRANT
This AMENDMENT NUMBER ONE TO WARRANT (this "Amendment") is
effective as of December 31, 1999, by and between CFI PROSERVICES, INC., an
Oregon corporation (the "Company"), and the undersigned holders of at least 51%
of the Investor Warrants, with reference to the following facts:
A. In connection with that certain Financing Agreement, dated as of
August 13, 1999 (as amended, restated, supplemented, modified, extended,
renewed, or refinanced from time to time, the "Financing Agreement"), between,
on the one hand, the Company and each of its subsidiaries signatory to the
Financing Agreement (collectively, and jointly and severally, the "Borrowers"),
and, on the other hand, each of the financial institutions or funds that is a
signatory to the Financing Agreement (together with its successors and permitted
assigns, individually, "Lender" and, collectively, "Lenders"), FOOTHILL CAPITAL
CORPORATION, a California corporation, as administrative agent for the Lenders
(in such capacity, together with its successors, if any, in such capacity,
"Administrative Agent"), and ABLECO FINANCE LLC, a Delaware limited liability
company, as collateral agent for the Lender Group (in such capacity, together
with its successors, if any, in such capacity, "Collateral Agent"), the Company
heretofore issued in favor of _______________ ("Holder") that certain Warrant to
Purchase ____________ Shares of Common Stock, dated as of August 13, 1999 and
designated as Warrant No. __ (the "Warrant");
B. The Borrowers, the Lenders, Administrative Agent, and Collateral
Agent are entering into that certain Amendment Number One to Financing
Agreement, effective as December 31, 1999 (the "First Amendment"), in order to
amend the Financing Agreement to, among other things, effect certain changes to
the financial covenants set forth in the Financing Agreement;
C. In order to induce certain Lenders to execute and deliver the First
Amendment, the Company and the undersigned holders of at least 51% of the
Investor Warrants desire, pursuant to Section 20 of the Warrant, to enter into
this Amendment in order to decrease the purchase price per share set forth in
the Warrant (prior to any adjustment thereof pursuant to Section 4 of the
Warrant) from $12.34375 per share to $10.00 per share; and
D. All capitalized terms used herein and not defined herein shall have
the meanings ascribed to them in the Warrant, as amended hereby.
NOW, THEREFORE, in consideration of the above recitals and the
mutual premises contained herein, the Company and the undersigned holders of at
least 51% of the Investor Warrants for the benefit of the holders of the
Warrants hereby agree as follows:
1. Amendment to the Warrant. The introductory paragraph of the
Warrant hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:
CFI PROSERVICES, INC., an Oregon corporation (the
"COMPANY"), hereby certifies that, for value received_______________
(the "INITIAL HOLDER"), or its registered transferees, successors or
assigns (collectively, together with the Initial Holder, the "Holder"),
is the registered holder of warrants (the "WARRANTS") to subscribe for
and purchase _______ shares of the fully paid and nonassessable common
stock (as adjusted pursuant to Section 4 hereof, the "WARRANT SHARES")
of the Company, at a purchase price per share equal to $10.00 (such
price, as adjusted pursuant to Section 4 hereof, the "WARRANT PRICE"),
subject to the provisions and upon the terms and conditions hereinafter
set forth. As used herein, (a) the term "COMMON STOCK" shall mean the
Company's presently authorized Common Stock, no par value, and any
stock into or for which such Common Stock may hereafter be converted or
exchanged, and (b) the term "DATE OF GRANT" shall mean the date of this
Warrant. The term "WARRANT" as used herein shall be deemed to include
any warrant issued upon transfer or partial exercise of this Warrant,
unless the context clearly requires otherwise.
2. Effect on Warrant. The Warrant, as amended hereby, shall be
and remain in full force and effect in accordance with its respective terms and
hereby is ratified and confirmed in all respects. The execution, delivery, and
performance of this Amendment shall not operate as a waiver of or, except as
expressly set forth herein, as an amendment, of any right, power, or remedy of
either party under the Warrant, as in effect prior to the date hereof.
3. Miscellaneous.
a. Upon the effectiveness of this Amendment, each
reference in the Warrant to "this Warrant", "hereunder", "herein", "hereof" or
words of like import referring to the Warrant shall mean and refer to the
Warrant as amended by this Amendment.
b. Upon the effectiveness of this Amendment, each
reference in the Financing Agreement and the other Loan Documents (as defined in
the Financing Agreement) to the "Warrant", "thereunder", "therein", "thereof" or
words of like import referring to the Warrant shall include and refer to the
Warrant as amended by this Amendment.
c. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same Amendment.
d. This Amendment is a Loan Document (as defined in the
Financing Agreement).
[remainder of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to be effective as of the date first above written.
Date:__________________ CFI PROSERVICES, INC.,
an Oregon corporation
By:
Name:
Title:
By:
Name:
Title:
Date:__________________ ABLECO FINANCE LLC, a Delaware
limited liability company
By:
Name:
Title:
Date:__________________ FOOTHILL PARTNERS III, L.P., a
Delaware limited partnership
By:
Name:
Title:
Date:__________________ LEVINE LEICHTMAN CAPITAL PARTNERS II,
L.P., a California limited
partnership
By: LLCP California Equity
Partners II, L.P., a California
limited partnership, its General
Partner
By: Levine Leichtman
Capital Partners, Inc., a
California corporation, its
General Partner
By:
Name:
Title:
<PAGE>
FIRST AMENDMENT TO NOTE
DATED
AUGUST 13, 1999
This FIRST AMENDMENT TO NOTE (this "Amendment") is entered
into as of December 31, 1999 by and between CFI PROSERVICES, INC., an Oregon
corporation (the "Company"), and the undersigned note purchaser BAY STAR
CAPITAL, L.P. ("Purchaser"), with reference to the following facts:
A. In connection with that certain Note Purchase Agreement, dated
as of August 13, 1999 (as amended, restated, supplemented,
modified, extended, or renewed from time to time, the "Note
Purchase Agreement"), between the Company and each of the
Purchasers named in Exhibit A thereto, the Company heretofore
issued in favor of the undersigned Purchaser a 10% CONVERTIBLE
SUBORDINATED DISCOUNT NOTE in original principal amount of
$2,010,145.00 dated as of August 13, 1999 (the "Note").
B. Contemporaneously herewith, the Company and certain parties
are entering into that certain Amendment Number One to
Financing Agreement dated as of August 13, 1999 (said
amendment is referred to hereafter as the "First Amendment")
in order to amend the Financing Agreement to, among other
things, effect certain changes to the financial covenants set
forth in the Financing Agreement;
C. The Company and the undersigned Purchaser desire to enter into
this Amendment in order to decrease the initial Conversion
Price per share as set forth in the Note from $12.34375 to
$10.00 per share; and
D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Note, as amended
hereby, and in the Note Purchase Agreement.
NOW, THEREFORE, in consideration of the above recitals and the
mutual promises contained herein, the Company and the undersigned Purchaser
hereby agree as follows:
1. AMENDMENT TO THE NOTE.
a. The second sentence in Section 6(d) of the Note is
changed to read: "The initial Conversion Price shall be
$10.00 per share of Common Stock."
<PAGE>
b. Not later than January 11, 2000, Company shall pay to
Purchaser an Amendment fee in the aggregate amount of
$30,000.00, which fee shall be fully earned as of
December 31, 1999 and shall be due and payable in two
installments as follows:
i) The first installment in the amount of $15,000.00 shall
be due and payable in full in immediately available
funds on January 15, 2000; and
ii) The second installment in the amount of
$15,000.00 shall be due and payable in full
in immediately available funds not later
than July 1, 2000. The Company hereby
acknowledges and agrees that each
installment of such Amendment fee payable
hereunder is nonrefundable on the date such
installments are respectively due and
payable as provided above, and that such fee
constitutes obligations which are in
addition to any other fees payable by
Company under the Note.
2. EFFECT ON NOTE. The Note, as amended hereby, shall be and
remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all
respects. The execution, delivery, and performance of this
Amendment shall not operate as a waiver of or, except as
expressly set forth herein, as an amendment, of any right,
power, or remedy of either party under the Note or under the
Note Purchase Agreement.
3. MISCELLANEOUS.
a. Upon the effectiveness of this Amendment, each
reference in the Note to "Note," "Notes,"
"hereunder," "herein," "hereof" or words of like
import referring to the Note shall mean and refer to
the Note as amended by this Amendment.
b. Upon the effectiveness of this Amendment, each
reference in the Note Purchase Agreement and in the
Financing Agreement and the other Loan Documents (as
defined in the Financing Agreement) to the "Note,"
"Notes," "thereunder," "therein," "thereof" or words
of like import referring to the Note shall include
and refer to the Note as amended by this Amendment.
<PAGE>
c. This Amendment may be executed in any number of
counterparts and by different parties on separate
counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but
one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to be effective on December 31, 1999.
CFI PROSERVICES, INC. PURCHASER
BAY STAR CAPITAL, L.P.
BY: BY:
TITLE: PRESIDENT & COO TITLE:
<PAGE>
FIRST AMENDMENT TO NOTE
DATED
AUGUST 13, 1999
This FIRST AMENDMENT TO NOTE (this "Amendment") is effective
as of December 31, 1999 by and between CFI PROSERVICES, INC., an Oregon
corporation (the "Company"), and the undersigned note purchaser LEVINE LEICHTMAN
CAPITAL PARTNERS II, L.P. ("Purchaser"), with reference to the following facts:
A. In connection with that certain Note Purchase Agreement, dated
as of August 13, 1999 (as amended, restated, supplemented,
modified, extended, or renewed from time to time, the "Note
Purchase Agreement"), among the Company, the Guarantors (as
defined therein) and each of the Purchasers named in Exhibit A
thereto, the Company heretofore issued in favor of the
undersigned Purchaser a 10% CONVERTIBLE SUBORDINATED DISCOUNT
NOTE in original principal face amount of $2,680,193.00 dated
as of August 13, 1999 (the "Note").
B. Contemporaneously herewith, the Company and certain parties
are entering into that certain Amendment Number One to
Financing Agreement dated as of August 13, 1999 (said
amendment is referred to hereafter as the "First Amendment")
in order to amend the Financing Agreement to, among other
things, effect certain changes to the financial covenants set
forth in the Financing Agreement;
C. As an integral part of the consummation of the amendments to
the Financing Agreement as referenced above, and as additional
consideration to the Purchaser for its consent to such
amendments as a Lender (as defined in the Financing
Agreement), the Company has offered to pay the "Amendment fee"
set forth below and decrease the initial Conversion Price per
share as set forth in the Note from $12.34375 to $10.00 per
share; and
D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Note, as amended
hereby, and in the Note Purchase Agreement.
NOW, THEREFORE, in consideration of the above recitals and the
mutual promises contained herein, the Company and the undersigned Purchaser
hereby amend the Note in accordance with Section 18(c) thereof as follows:
<PAGE>
1. AMENDMENT TO THE NOTE.
a. The second sentence in Section 6(d) of the Note is
changed to read in its entirety as follows: "The
initial Conversion Price shall be $10.00 per share of
Common Stock." It is understood by the parties that
all references to $12.34375, if any, in the Note and
the other Subordinated Note Documents shall be
similarly amended to read $10.00.
b. Company shall pay to Purchaser an Amendment fee in
the aggregate amount of $40,000.00, which fee shall
be fully earned as of the effective date of this
Agreement and shall be due and payable in two
installments as follows:
i) The first installment in the amount of $20,000.00 shall
be due and payable in full in immediately available
funds not later than January 15, 2000; and
ii) The second installment in the amount of
$20,000.00 shall be due and payable in full
in immediately available funds not later
than July 1, 2000. The Company hereby
acknowledges and agrees that each
installment of such Amendment fee payable
hereunder is nonrefundable, and that such
fee constitutes Obligations which are in
addition to any other fees payable by
Company under the Note.
2. EFFECT ON NOTE. The Note, as amended hereby, shall be and
remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all
respects. The execution, delivery, and performance of this
Amendment shall not operate as a waiver or limitation of or,
except as expressly set forth herein, as an amendment to, any
right, power, or remedy of either party under the Note or
under the Note Purchase Agreement.
3. MISCELLANEOUS.
a. Upon the effectiveness of this Amendment, each
reference in the Note to "Note," "Notes,"
"hereunder," "herein," "hereof" or words of like
import referring to the Note shall mean and refer to
the Note as amended by this Amendment.
<PAGE>
b. Upon the effectiveness of this Amendment, each
reference in the Note Purchase Agreement and in the
Financing Agreement and the other Loan Documents (as
defined in the Financing Agreement) to the "Note,"
"Notes," "thereunder," "therein," "thereof" or words
of like import referring to the Note shall include
and refer to the Note as amended by this Amendment.
c. This Amendment may be executed in any number of
counterparts and by different parties on separate
counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but
one and the same Amendment.
d. The Company represents and warrants to the Purchaser
that (a) this Amendment has been duly authorized,
executed and delivered by the Company and constitutes
a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with
its terms, and (b) the Company is in compliance with
Section 14.2(b) of the Note Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to be effective as of the first date written above.
CFI PROSERVICES, INC. PURCHASER
LEVINE LEICHTMAN CAPITAL PARTNERS
II, L.P., a California limited
partnership
BY:
TITLE: PRESIDENT & COO By: LLCP California Equity Partners
II, L.P., a California limited
partnership
Its: General Partner
By: Levine Leichtman Capital
Partners, Inc., a
California corporation
Its: General Partner
BY:
Arthur E. Levine
President
DATE:
<PAGE>
ACKNOWLEDGMENT AND CONSENT OF GUARANTORS
Each of the undersigned Guarantors hereby acknowledges receiving a copy
of and reading the foregoing First Amendment to Note, consents to the amendments
and other modifications to the Note and all other matters covered by the First
Amendment to Note, reaffirms its obligations under the Note Purchase Agreement,
the Note and the other Subordinated Note Documents and agrees that all such
documents remain in full force and effect, as amended by the First Amendment.
GUARANTORS: ULTRADATA CORPORATION, a
Delaware corporation and
successor by merger to
UFO Acquisition Co.
By:
Name:
Title:
MECA SOFTWARE, L.L.C., a Delaware
limited liability company
BY:
Name:
Title:
MONEYSCAPE HOLDINGS, INC., an Oregon
corporation
By:
Name:
Title:
<PAGE>
FIRST AMENDMENT TO NOTE
DATED
AUGUST 13, 1999
This FIRST AMENDMENT TO NOTE (this "Amendment") is entered
into as of December 31, 1999 by and between CFI PROSERVICES, INC., an Oregon
corporation (the "Company"), and the undersigned note purchaser SOUNDSHORE
HOLDINGS LTD. ("Purchaser"), with reference to the following facts:
A. In connection with that certain Note Purchase Agreement, dated
as of August 13, 1999 (as amended, restated, supplemented,
modified, extended, or renewed from time to time, the "Note
Purchase Agreement"), between the Company and each of the
Purchasers named in Exhibit A thereto, the Company heretofore
issued in favor of the undersigned Purchaser a 10% CONVERTIBLE
SUBORDINATED DISCOUNT NOTE in original principal amount of
$670,048.00 dated as of August 13, 1999 (the "Note").
B. Contemporaneously herewith, the Company and certain parties
are entering into that certain Amendment Number One to
Financing Agreement dated as of August 13, 1999 (said
amendment is referred to hereafter as the "First Amendment")
in order to amend the Financing Agreement to, among other
things, effect certain changes to the financial covenants set
forth in the Financing Agreement;
C. The Company and the undersigned Purchaser desire to enter into
this Amendment in order to decrease the initial Conversion
Price per share as set forth in the Note from $12.34375 to
$10.00 per share; and
D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Note, as amended
hereby, and in the Note Purchase Agreement.
NOW, THEREFORE, in consideration of the above recitals and the
mutual promises contained herein, the Company and the undersigned Purchaser
hereby agree as follows:
1. AMENDMENT TO THE NOTE.
a. The second sentence in Section 6(d) of the Note is
changed to read: "The initial Conversion Price shall be
$10.00 per share of Common Stock."
<PAGE>
b. Not later than January 11, 2000, Company shall pay to
Purchaser an Amendment fee in the aggregate amount of
$10,000.00, which fee shall be fully earned as of
December 31, 1999 and shall be due and payable in two
installments as follows:
i) The first installment in the amount of $5,000.00 shall
be due and payable in full in immediately available
funds on January 15, 2000; and
ii) The second installment in the amount of
$5,000.00 shall be due and payable in full
in immediately available funds on not later
than July 1, 2000. The Company hereby
acknowledges and agrees that each
installment of such Amendment fee payable
hereunder is nonrefundable on the date such
installments are respectively due and
payable as provided above, and that such fee
constitutes obligations which are in
addition to any other fees payable by
Company under the Note.
2. EFFECT ON NOTE. The Note, as amended hereby, shall be and
remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all
respects. The execution, delivery, and performance of this
Amendment shall not operate as a waiver of or, except as
expressly set forth herein, as an amendment, of any right,
power, or remedy of either party under the Note or under the
Note Purchase Agreement.
3. MISCELLANEOUS.
a. Upon the effectiveness of this Amendment, each
reference in the Note to "Note," "Notes,"
"hereunder," "herein," "hereof" or words of like
import referring to the Note shall mean and refer to
the Note as amended by this Amendment.
b. Upon the effectiveness of this Amendment, each
reference in the Note Purchase Agreement and in the
Financing Agreement and the other Loan Documents (as
defined in the Financing Agreement) to the "Note,"
"Notes," "thereunder," "therein," "thereof" or words
of like import referring to the Note shall include
and refer to the Note as amended by this Amendment.
<PAGE>
c. This Amendment may be executed in any number of
counterparts and by different parties on separate
counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but
one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to be effective on December 31, 1999.
CFI PROSERVICES, INC. PURCHASER
SOUNDSHORE HOLDINGS LTD.
BY: BY:
TITLE: PRESIDENT & COO TITLE:
<PAGE>
FIRST AMENDMENT TO NOTE
DATED
AUGUST 13, 1999
This FIRST AMENDMENT TO NOTE (this "Amendment") is entered
into as of December 31, 1999 by and between CFI PROSERVICES, INC., an Oregon
corporation (the "Company"), and the undersigned note purchaser SOUNDSHORE
HOLDINGS LTD. ("Purchaser"), with reference to the following
facts:
A. In connection with that certain Note Purchase Agreement, dated
as of August 13, 1999 (as amended, restated, supplemented,
modified, extended, or renewed from time to time, the "Note
Purchase Agreement"), between the Company and each of the
Purchasers named in Exhibit A thereto, the Company heretofore
issued in favor of the undersigned Purchaser a 10% CONVERTIBLE
SUBORDINATED DISCOUNT NOTE in original principal amount of
$670,048.00 dated as of August 13, 1999 (the "Note").
B. Contemporaneously herewith, the Company and certain parties
are entering into that certain Amendment Number One to
Financing Agreement dated as of August 13, 1999 (said
amendment is referred to hereafter as the "First Amendment")
in order to amend the Financing Agreement to, among other
things, effect certain changes to the financial covenants set
forth in the Financing Agreement;
C. The Company and the undersigned Purchaser desire to enter into
this Amendment in order to decrease the initial Conversion
Price per share as set forth in the Note from $12.34375 to
$10.00 per share; and
D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Note, as amended
hereby, and in the Note Purchase Agreement.
NOW, THEREFORE, in consideration of the above recitals and the
mutual promises contained herein, the Company and the undersigned Purchaser
hereby agree as follows:
1. AMENDMENT TO THE NOTE.
a. The second sentence in Section 6(d) of the Note is
changed to read: "The initial Conversion Price shall be
$10.00 per share of Common Stock."
<PAGE>
b. Not later than January 11, 2000, Company shall pay to
Purchaser an Amendment fee in the aggregate amount of
$10,000.00, which fee shall be fully earned as of
December 31, 1999 and shall be due and payable in two
installments as follows:
i) The first installment in the amount of $5,000.00 shall
be due and payable in full in immediately available
funds on January 15, 2000; and
ii) The second installment in the amount of
$5,000.00 shall be due and payable in full
in immediately available funds not later
than July 1, 2000. The Company hereby
acknowledges and agrees that each
installment of such Amendment fee payable
hereunder is nonrefundable on the date such
installments are respectively due and
payable as provided above, and that such fee
constitutes obligations which are in
addition to any other fees payable by
Company under the Note.
2. EFFECT ON NOTE. The Note, as amended hereby, shall be and
remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all
respects. The execution, delivery, and performance of this
Amendment shall not operate as a waiver of or, except as
expressly set forth herein, as an amendment, of any right,
power, or remedy of either party under the Note or under the
Note Purchase Agreement.
3. MISCELLANEOUS.
a. Upon the effectiveness of this Amendment, each
reference in the Note to "Note," "Notes,"
"hereunder," "herein," "hereof" or words of like
import referring to the Note shall mean and refer to
the Note as amended by this Amendment.
b. Upon the effectiveness of this Amendment, each
reference in the Note Purchase Agreement and in the
Financing Agreement and the other Loan Documents (as
defined in the Financing Agreement) to the "Note,"
"Notes," "thereunder," "therein," "thereof" or words
of like import referring to the Note shall include
and refer to the Note as amended by this Amendment.
<PAGE>
c. This Amendment may be executed in any number of
counterparts and by different parties on separate
counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but
one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to be effective on December 31, 1999.
CFI PROSERVICES, INC. PURCHASER
SOUNDSHORE HOLDINGS LTD.
BY: BY:
TITLE: President & COO TITLE:
<PAGE>
FIRST AMENDMENT TO NOTE
DATED
AUGUST 13, 1999
This FIRST AMENDMENT TO NOTE (this "Amendment") is entered
into as of December 31, 1999 by and between CFI PROSERVICES, INC., an Oregon
corporation (the "Company"), and the undersigned note purchaser U.S.
BANCORP LIBRA ("Purchaser"), with reference to the following facts:
A. In connection with that certain Note Purchase Agreement, dated
as of August 13, 1999 (as amended, restated, supplemented,
modified, extended, or renewed from time to time, the "Note
Purchase Agreement"), between the Company and each of the
Purchasers named in Exhibit A thereto, the Company heretofore
issued in favor of the undersigned Purchaser a 10% CONVERTIBLE
SUBORDINATED DISCOUNT NOTE in original principal amount of
$1,407,101.00 dated as of August 13, 1999 (the "Note").
B. Contemporaneously herewith, the Company and certain parties
are entering into that certain Amendment Number One to
Financing Agreement dated as of August 13, 1999 (said
amendment is referred to hereafter as the "First Amendment")
in order to amend the Financing Agreement to, among other
things, effect certain changes to the financial covenants set
forth in the Financing Agreement;
C. The Company and the undersigned Purchaser desire to enter into
this Amendment in order to decrease the initial Conversion
Price per share as set forth in the Note from $12.34375 to
$10.00 per share; and
D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Note, as amended
hereby, and in the Note Purchase Agreement.
NOW, THEREFORE, in consideration of the above recitals and the
mutual promises contained herein, the Company and the undersigned Purchaser
hereby agree as follows:
1. AMENDMENT TO THE NOTE.
a. The second sentence in Section 6(d) of the Note is
changed to read: "The initial Conversion Price shall be
$10.00 per share of Common Stock."
<PAGE>
b. Not later than January 11, 2000, Company shall pay to
Purchaser an Amendment fee in the aggregate amount of
$21,000.00, which fee shall be fully earned as of
December 31, 1999 and shall be due and payable in two
installments as follows:
i) The first installment in the amount of $10,500.00 shall
be due and payable in full in immediately available
funds on January 15, 2000; and
ii) The second installment in the amount of
$10,500.00 shall be due and payable in full
in immediately available funds not later
than July 1, 2000. The Company hereby
acknowledges and agrees that each
installment of such Amendment fee payable
hereunder is nonrefundable on the date such
installments are respectively due and
payable as provided above, and that such fee
constitutes obligations which are in
addition to any other fees payable by
Company under the Note.
2. EFFECT ON NOTE. The Note, as amended hereby, shall be and
remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all
respects. The execution, delivery, and performance of this
Amendment shall not operate as a waiver of or, except as
expressly set forth herein, as an amendment, of any right,
power, or remedy of either party under the Note or under the
Note Purchase Agreement.
3. MISCELLANEOUS.
a. Upon the effectiveness of this Amendment, each
reference in the Note to "Note," "Notes,"
"hereunder," "herein," "hereof" or words of like
import referring to the Note shall mean and refer to
the Note as amended by this Amendment.
b. Upon the effectiveness of this Amendment, each
reference in the Note Purchase Agreement and in the
Financing Agreement and the other Loan Documents (as
defined in the Financing Agreement) to the "Note,"
"Notes," "thereunder," "therein," "thereof" or words
of like import referring to the Note shall include
and refer to the Note as amended by this Amendment.
<PAGE>
c. This Amendment may be executed in any number of
counterparts and by different parties on separate
counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but
one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to be effective on December 31, 1999.
CFI PROSERVICES, INC. PURCHASER
U.S. BANCORP LIBRA
BY: BY:
TITLE: PRESIDENT & COO TITLE:
