exv10w14



 







EXHIBIT 10.14




			
	 
	
	 	Amendment to Credit Agreement





This agreement is dated as of June 27, 2005, by and between ARI Network Services, Inc. (the
“Borrower”) and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA, with its main
office in Chicago, IL (the “Bank”), and its successors and assigns. The provisions of this
agreement are effective on the date that this agreement has been executed by all of the signers
and delivered to the Bank (the “Effective Date”).



WHEREAS, the Borrower and the Bank entered into a credit agreement dated July 9, 2004, as amended
(if applicable) (the “Credit Agreement”); and



WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit Agreement as set
forth below;



NOW, THEREFORE, in mutual consideration of the agreements contained herein and for other good and
valuable consideration, the parties agree as follows:





	1.	 	DEFINED TERMS. Capitalized terms not defined herein shall have the meaning ascribed in the
Credit Agreement.
	 
	2.	 	MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as follows:






	 	2.1	 	Section 1.3 of the Credit Agreement captioned “Borrowing Base” is hereby amended and
restated to read as follows:
	 
	 	 	 	Borrowing Base. The aggregate principal amount of advances outstanding at any one
time under Facility A (the “Aggregate Outstanding Amount”) shall not exceed the
Borrowing Base or the maximum principal amount then available under the Line of
Credit Note (and any renewals, modifications or extensions thereof) evidencing
Facility A, whichever is less (the “Maximum Available Amount”). If at any time the
Aggregate Outstanding Amount exceeds the Maximum Available Amount, the Borrower shall
immediately pay the Bank an amount equal to such excess. “Borrowing Base” means the
aggregate of






	 	A.	 	80% of the book value of all Eligible Accounts, plus
	 
	 	B.	 	45% of the value of all Eligible Open Orders/Unbilled Renewals;
provided however, Borrower’s overall
renewal rate is equal to or greater that 85%, minus
	 
	 	C.	 	$75,000.00.






	 	2.2	 	Section 2. of the Credit Agreement captioned “Definitions” is hereby amended by
adding Subsection 2.10 thereto as follows:






2.10 “Eligible Open Orders/Unbilled Renewals” means all of Borrowers open
orders/unbilled renewals that will become Eligible Accounts upon billing.




	 	2.3	 	Sub-section A of Section 4.5 of the Credit Agreement captioned “Financial
Reports” is hereby amended and restated
to read as follows:






A. Via either the EDGAR System or its Home Page, within forty-five (45) days after the
filing of its Quarterly Report on Form 10-QSB for the fiscal quarter then ended with
the Securities and Exchange Commission, copies of the financial statements for such
fiscal quarter as contained in such Quarterly Report on Form 10-QSB.




	 	2.4	 	Sub-section C of Section 4.5 of the Credit Agreement captioned “Financial
Reports” is hereby amended and restated
to read as follows:






C. Upon request, a list of accounts receivable, aged from date of invoice and
certified as correct by one of its authorized agents.




	3.	 	RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and the Credit
Agreement shall remain in full
force and effect as modified herein.




 









 







	4.	 	BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants that (a) the
representations and warranties contained in the Credit Agreement are true and correct in
all material respects as of the date of
this agreement, (b) no condition, act or event which could constitute an event of default
under the Credit Agreement or any
promissory note or credit facility executed in reference to the Credit Agreement exists,
and (c) no condition, event, act or
omission has occurred, which, with the giving of notice or passage of time, would
constitute an event of default under the
Credit Agreement or any promissory note or credit facility executed in reference to the
Credit Agreement.
	 
	5.	 	FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket disbursements
incurred by the Bank in connection with this agreement, both before and after judgment, including legal fees
incurred by the Bank in the preparation,
consummation, administration and enforcement of this agreement.
	 
	6.	 	EXECUTION AND DELIVERY. This agreement shall become effective only after it is fully
executed by the Borrower and the Bank.
	 
	7.	 	ACKNOWLEDGEMENTS OF BORROWER. The Borrower acknowledges that as of the date of this
agreement it has no offsets with respect to all amounts owed by the Borrower to the Bank arising under or
related to the Credit Agreement on or prior to the date of this agreement. The Borrower fully, finally and forever releases and
discharges the Bank and its successors, assigns, directors, officers, employees, agents and representatives from any
and all claims, causes of action, debts and liabilities, of whatever
kind or nature, in Law or in equity, of the Borrower,
whether now known or unknown to the Borrower, which may have arisen in connection with the Credit Agreement or the actions or
omissions of the Bank related to the Credit Agreement on or prior to the date hereof. The Borrower acknowledges and agrees
that this agreement is limited to
the terms outlined above, and shall not be construed as an agreement to change any other
terms or provisions of the Credit
Agreement. This agreement shall not establish a course of dealing or be construed as
evidence of any willingness on the
Bank’s part to grant other or future agreements, should any be requested.
	 
	8.	 	NOT A NOVATION. This agreement is a modification only and not a novation. Except
for the above-quoted
modification(s), the Credit Agreement, any loan agreements, credit agreements,
reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties,
instruments or documents executed in
connection with the Credit Agreement, and all the terms and conditions thereof, shall be
and remain in full force and effect
with the changes herein deemed to be incorporated therein. This agreement is to be
considered attached to the Credit
Agreement and made a part thereof. This agreement shall not release or affect the
liability of any guarantor of any promissory
note or credit facility executed in reference to the Credit Agreement or release any
owner of collateral granted as security for
the Credit Agreement. The validity, priority and enforceability of the Credit Agreement
shall not be impaired hereby. To the
extent that any provision of this agreement conflicts with any term or condition set
forth in the Credit Agreement, or any
document executed in conjunction therewith, the provisions of this agreement shall
supersede and control. The Bank
expressly reserves all rights against all parties to the Credit Agreement.





	 	 	 	 	 
	 	 	Borrower:
	 
	 	 	 	 
	 	 	ARI Network Services, Inc.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Sherlock
	 

	 	 	 	 
	 

	 	 	 	Timothy Sherlock     VP Finance, CFO
	 

	 	 	 	 
	 

	 	 	 	Printed Name               Tille
	 
	 	 	 	 
	 	 	Date Signed: 2/7/05;
	 
	 	 	 	 
	 	 	Bank:
	 
	 	 	 	 
	 	 	JP Morgan Chase/Bank, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jay A. Isaman
	 

	 	 	 	 
	 

	 	 	 	Jay A. Isaman          VP
	 

	 	 	 	 
	 

	 	 	 	Printed Name            Title
	 
	 	 	 	 
	 	 	Date Signed: 7/8/05







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