Amended SunTrust Credit Facility



 EXHIBIT 10.4 
  
 THIRD AMENDMENT TO REVOLVING 
 CREDIT AND TERM LOAN AGREEMENT 
  
 THIS THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of July 23, 2004, by and among MAPICS, INC., a Georgia corporation (the
“Borrower”), the several banks and other financial institutions from time to time party hereto (collectively, the “Lenders”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders
(the “Administrative Agent”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a certain Revolving Credit and Term Loan Agreement, dated as of February
18, 2003, as amended by that certain First Amendment to Revolving Credit and Term Loan Agreement, dated as of July 2, 2003 and that certain Second Amendment to Revolving Credit and Term Loan Agreement, dated as of July 31, 2003 (as amended to date
and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in
the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower; 
  
 WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and subject to the
terms and conditions hereof, the Lenders are willing to do so; 
  
 NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows: 
  
 1. Amendments. 
  
 (a) Section 1.1 of the Credit Agreement is hereby amended by replacing the
definition of Excess Availability in its entirety with the following definition: 
  
 “Excess Availability shall mean, at any time, (a) the Borrowing Base at such time minus (b) (i) the Revolving Credit
Exposure at such time, minus (ii) all cash and Permitted Investments of the Borrower and its Subsidiaries as determined in accordance with GAAP in excess of $10,000,000, to the extent such excess cash and Permitted Investments are maintained
in domestic accounts with the Administrative Agent, any Lender or any of their Affiliates over which the Administrative Agent has a first priority perfected security interest, minus (c) the amount by which (i) the aggregate amount of trade
payables of Frontstep and its Subsidiaries that are past due by more than 120 days exceeds (ii) $6,500,000.” 
  









 (b) Section 6.4 of the Credit Agreement is hereby amended by replacing subsection (ii) of such Section in
its entirety with the following: 
  
 “at all
times on or prior to September 30, 2004, a minimum cash balance as determined on a consolidated basis in accordance with GAAP of at least the principal amount of the Term Loan then outstanding.” 
  
 (c) Section 7.5 of the Credit Agreement is hereby amended by replacing
subsection (ii) of such Section in its entirety with the following: 
  
 7.5 Restricted Payments. The Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its Capital Stock,
or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of its Capital Stock or Indebtedness subordinated to the
Obligations of the Borrower or any Guarantee thereof or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i)
dividends payable by the Borrower solely in shares of any class of its common stock, (ii) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary Loan Party, (iii) Restricted Payments made by any Foreign Subsidiary to any
Material Foreign Subsidiary, and by any Subsidiary that is not a Material Foreign Subsidiary to another Subsidiary that is not a Material Foreign Subsidiary, (iv) Restricted Payments with respect to Indebtedness subordinated to the Obligations in a
manner approved by the Required Lenders, to the extent permitted by the subordination provisions applicable thereto, and (v) cash dividends paid on, and cash redemptions or repurchases of, the common stock of the Borrower in an aggregate amount not
to exceed $10,000,000 during any Fiscal Year (excluding any repurchase made from employees of the Borrower related to the Borrower’s stock option plan or executive compensation plan), so long as no Default or Event of Default has occurred and
is continuing. Nothing in this Section 7.5, nor anything else contained in this Agreement or any other Loan Documents shall prohibit payment of amounts (whether in cash, stock or other property) required to be paid by the Borrower under
Section 2.9 of the Agreement and Plan of Merger dated March 1, 2000, by and among the Borrower, Athens Merger Corp., Ames Associates, Inc., RM Systems, Inc., Robert Raney, Richard Castellot, James Mitchell and Richard Ames; provided, however, the
amount of cash payments paid by the Borrower after the date hereof shall not exceed $700,000 in the aggregate. 
  
 2. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any
manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment, the Administrative Agent shall have received executed counterparts to
this Amendment from the Borrower, each of the Guarantors and the Required Lenders. 
  

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 3. Representations and Warranties. To induce the Lenders and the Administrative Agent to
enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders and the Agent that: 
  
 (a) The execution, delivery and performance by such Loan Party of this Amendment (i) are within such Loan Party’s power and authority; (ii) have been
duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of such Loan Party’s certificate of incorporation or bylaws or other organizational documents; (iv) do not violate any law or
regulation, or any order or decree of any Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust,
lease, agreement or other instrument to which such Loan Party or any of its Subsidiaries is a party or by which such Loan Party or any such Subsidiary or any of their respective property is bound; (vi) do not result in the creation or imposition of
any Lien upon any of the property of such Loan Party or any of its Subsidiaries; and (vii) do not require the consent or approval of any Governmental Authority or any other person; 
  
 (b) This Amendment has been duly executed and delivered for the benefit of or on behalf of each Loan Party and constitutes a
legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws
affecting creditors’ rights and remedies in general; and 
  
 (c) After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, and no Default or Event of Default has occurred and
is continuing as of the date hereof. 
  
 4. Reaffirmations
and Acknowledgments.  
  
 (a) Reaffirmation of
Guaranty. Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratify and confirm the terms of the Subsidiary Guaranty Agreement with respect to the indebtedness now or hereafter
outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any indebtedness of
the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, the Subsidiary Guaranty Agreement (i) is and shall continue to be a primary
obligation of the Guarantors, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its
terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Subsidiary Guaranty Agreement. 
  

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 (b) Acknowledgment of Perfection of Security Interest. Each Loan Party hereby acknowledges that,
as of the date hereof, the security interests and Liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in
accordance with the terms of the Credit Agreement and the other Loan Documents. 
  
 5. Effect of Amendment. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall
constitute the legal, valid, binding and enforceable obligations of the Borrower to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. 

 
 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of Georgia and all applicable federal laws of the United States of America. 
  
 7. No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or
an accord and satisfaction in regard thereto. 
  
 8. Costs
and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and
out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto. 
  
 9. Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together,
shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

  
 10. Binding Nature. This Amendment shall be
binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns. 
  
 11. Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein,
and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto. 
  
 [Signature Pages To Follow] 
  

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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. 
  

					
	BORROWER:
	
	 MAPICS, INC.

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	GUARANTORS:
	
	 MAPICS U, INC.

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	 PIVOTPOINT, INC.

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	 MINX SOFTWARE INCORPORATED

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	 THRU-PUT CORPORATION

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	 FRONTSTEP, INC.

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  
 [SIGNATURE
PAGE TO THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT] 
  










					
	 FRONTSTEP SOLUTIONS GROUP, INC.

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	 FRONTSTEP DISTRIBUTION.COM, INC.

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  
 [SIGNATURE
PAGE TO THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT] 
  










					
	LENDERS:
	
	 SUNTRUST BANK, individually and as
 Administrative Agent

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	FIFTH THIRD BANK
		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	KEY CORPORATE CAPITAL INC.
		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  
 [SIGNATURE
PAGE TO THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT]