exv10w17



 







EXHIBIT 10.17




			
	 
	
	 	Note Modification Agreement





This agreement is dated as of February 15, 2005 (the “Agreement Date”), 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”). 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 executed a Line of Credit Note as evidence of indebtedness in the original
face amount of Five Hundred Thousand and 00/100 Dollars
($500,000.00), dated July 9, 2004 owing by
the Borrower to the Bank, as same may have been amended or modified from time to time (the
“Note”), which Note has at all times been, and is now, continuously and without interruption
outstanding in favor of the Bank; and,



WHEREAS, the Borrower has requested and the Bank has agreed that the Note be modified to the
limited extent as hereinafter set

forth;



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





	1.	 	ACCURACY OF RECITALS. The Borrower acknowledges the accuracy of the Recitals stated above.

	 
	2.	 	MODIFICATION OF NOTE.





     2.1 From and after the Effective Date, the provisions in the Note captioned “Due” and
“Promise to Pay” are hereby amended
by deleting the date “July 9, 2005” contained therein
and replacing it with “July 9, 2006”.



     2.2 Each of the Related Documents is modified to provide that it shall be a default or an
event of default thereunder if the
Borrower shall fail to comply with any of the covenants of the Borrower herein or if any
representation or warranty by the Borrower
or by any guarantor herein is materially incomplete, incorrect, or misleading as of the date
hereof. As used in this agreement, the
“Related Documents” shall include the Note and all loan agreements, credit agreements,
reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, or any
other instrument or document executed in
connection with the Note or in connection with any other obligations of the Borrower to the Bank.



     2.3 Each reference in the Related Documents to any of the Related Documents shall be a reference to such document as
modified herein.




	3.	 	RATIFICATION OF RELATED DOCUMENTS AND COLLATERAL. The Related Documents are ratified and
reaffirmed
by the Borrower and shall remain in full force and effect as they may be modified herein. All real
or personal property described as
security in the Related Documents shall remain as security for the Note and the obligations of the
Borrower in the Related Documents.
	 
	4.	 	BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank:





     4.1 No default or event of default under any of the Related Documents as modified hereby, nor
any event, that, with the
giving of notice or the passage of time or both, would be a default or an event of default
under the Related Documents as modified
herein has occurred and is continuing.



     4.2 There has been no material adverse change in the financial conditions of the Borrower or any other person whose
financial statement has been delivered to the Bank in connection with the Note from the most
recent financial statement received by
the Bank.



     4.3 Each and all representations and warranties of the Borrower in the Related Documents are
accurate on the date hereof.



 









 






     4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the
loan evidenced by the Note or with
respect to the Related Documents as modified herein.



     4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding
obligations of the Borrower,
enforceable against the Borrower in accordance with their terms.



     4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its
formation or organization. The Borrower has the requisite power and authority to execute and
deliver this agreement and to perform
the obligations described in the Related Documents as modified herein. The execution and
delivery of this agreement and the
performance of the obligations described in the Related Documents as modified herein have been
duly authorized by all requisite
action by or on behalf of the Borrower. This agreement has been duly executed and delivered by
or on behalf of the Borrower.




	5.	 	BORROWER COVENANTS. The Borrower covenants with the Bank:





     5.1 The Borrower shall execute, deliver, and provide to the Bank such additional agreements,
documents, and instruments as
reasonably required by the Bank to effectuate the intent of this agreement.



     5.2 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 causes of action, claims, debts,
demands, and liabilities, of whatever kind or
nature, in law or equity, of the Borrower, whether now known or unknown to the Borrower, (i)
in respect of the loan evidenced by the
Note and the Related Documents, or of the actions or omissions of the Bank in any manner
related to the loan evidenced by the Note
or the Related Documents and (ii) arising from events occurring prior to the date of this agreement.



     5.3 The Borrower shall pay to the Bank:



          5.3.1 All the internal and external costs and expenses incurred by the Bank in connection
with this agreement (including, without limitation, inside and outside attorneys, appraisal,
appraisal review, processing, title, filing, and recording costs,
expenses, and fees).



6. EXECUTION AND DELIVERY OF AGREEMENT BY THE BANK. The Bank shall not be bound by this agreement
until
(i) the Bank has executed this agreement and (ii) the Borrower performed all of the obligations of
the Borrower under this agreement
to be performed contemporaneously with the execution and delivery of this agreement.



7. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Note and the
Related Documents as modified herein contain the complete understanding and agreement of the
Borrower and the Bank in respect of
the loan and supersede all prior representations, warranties, agreements, arrangements,
understandings, and negotiations. No provision
of the Note or the Related Documents as modified herein may be changed, discharged, supplemented,
terminated, or waived except in
a writing signed by the party against whom it is being enforced.



8. GOVERNING LAW AND VENUE. This agreement is delivered in the State of Wisconsin and governed by
Wisconsin law
(without giving effect to its laws of conflicts). The Borrower agrees that any legal action or
proceeding with respect to any of its
obligations under the Note or this agreement may be brought by the Bank in any state or federal
court located in the State of
Wisconsin, as the Bank in its sole discretion may elect. By the execution and delivery of this
agreement, the Borrower submits to and
accepts, for itself and in respect of its property, generally and unconditionally, the
non-exclusive jurisdiction of those courts. The
Borrower waives any claim that the State of Wisconsin is not a convenient forum or the proper venue
for any such suit, action or
proceeding. This agreement binds the Borrower and its successors, and benefits the Bank, its
successors and assigns. The Borrower
shall not, however, have the right to assign the Borrower’s rights under this agreement or any
interest therein, without the prior written
consent of the Bank.



9. COUNTERPART EXECUTION. This agreement may be executed in multiple counterparts, each of which,
when so executed,
shall be deemed an original, but all such counterparts, taken together, shall constitute one and
the same agreement.



10. NOT A NOVATION. This agreement is a modification only and not a novation. In addition to all
amounts hereafter due under
the Note and the Related Documents as they may be modified herein, all accrued interest evidenced
by the Note being modified by
this agreement and all accrued amounts due and payable under the Related Documents shall continue
to be due and payable until paid.
Except for the above-quoted modification(s), the Note, any Related Documents, and all the terms and
conditions thereof, shall be and




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remain in full force and effect with the changes herein deemed to be incorporated
therein. This agreement is to be considered attached to the Note and made a part thereof. This
agreement shall not release or affect the liability of any guarantor, surety or endorser of the
Note or release any owner of collateral securing the Note. The validity, priority and
enforceability of the Note shall not be impaired hereby. References to the Related Documents and to
other agreements shall not affect or impair the absolute and
unconditional obligation of the
Borrower to pay the principal and interest on the Note when due. The Bank reserves all rights
against all parties to the Note.




	 	 	 	 	 	 	 	 	 
	 	Borrower:	 	 
	 
	 	 	 	 	 	 	 	 
	Address:     11425 West Lake Park Drive

               
   Milwaukee, Wl 53224	ARI Network Services Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	By:	 	/s/ Tim Sherlock	 	 
	 	 	 	 
	 	 	 	Tim Sherlock
	 	 	 	 
	 	 	 	Printed Name	 	Title
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 

	Date Signed: 7/7/05







BANK’S ACCEPTANCE




The foregoing agreement is hereby agreed to and acknowledged.




	 	 	 	 	 
	 	Bank:

JPMorgan Chase Bank, N.A.

 	 
	 	By:  	/s/ Jay A. Isaman          
 	 
	 	 	Jay
A.
Isaman                                        V.P.	 
	 	 	Printed Name                                        Title 	 
	 



	 	 	 	 	 
	 

	 	Date Signed: 7/8/05
	 	 







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