Exhibit 10.1


 


THIRD AMENDMENT TO


AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT


 


THIS THIRD AMENDMENT TO THE AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT, (the “Amendment”)
effective as of October 31, 2005, is entered into by and between EBIX, INC., a Delaware corporation f/k/a EBIX.COM, INC. (the “Borrower”), and LaSALLE BANK NATIONAL ASSOCATION, a national banking association (the “Bank”).


 


RECITALS


 


WHEREAS, the Bank
has previously loaned or committed to loan the Borrower the original principal
sum of up to $5,000,000.00, comprised of a certain Revolving Credit Loan
Commitment not to exceed the sum of $5,000,000.00 as evidenced, secured and
governed by, among other documentation, that certain Business Loan Agreement
dated as of October 31, 2003 by and between the Borrower and the Bank (the
“Original Revolving Credit Loan”),
which was amended and restated by that certain Amended & Restated Loan
and Security Agreement dated as of April 21, 2004, the First Amendment to Amended &
Restated Loan and Security Agreement dated as of July 1, 2004 and the
Second Amendment to Amended & Restated Loan and Security Agreement
dated as of December 31, 2004 (collectively the “Loan Agreement”) the
terms of which are incorporated by reference and made a part of this Amendment
as though fully set out herein; and


 


WHEREAS, the parties
wish to amend the terms of the Loan Agreement, according to the terms of this
Agreement.


 


AGREEMENTS


 


NOW THEREFORE, in
consideration of the above recitals, the mutual promises and agreements of the
parties et forth herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


Section 1.                                            Article I,
Definitions, is hereby amended as follows:


 


The following definitions are added to the Loan Agreement:


 


“Business Day” shall mean any day other than a Saturday, Sunday
or a legal holiday on which banks are authorized or required to be closed for
the conduct of commercial banking business in Chicago, Illinois.


 


“Interest Period” shall mean successive three month periods,
beginning and ending as provided in this Agreement.


 


“LIBOR” shall mean a rate of interest equal to (a) the per
annum rate of interest at which United States dollar deposits for a period
equal to the relevant Interest Period are offered in the London Interbank
Eurodollar market at 11:00 a.m. (London time) two Business Days prior to
the commencement of such Interest Period (or three Business Days prior to the
commencement of such Interest Period if banks in London, England were not open
and


 





















 


dealing in offshore United States dollars on such second preceding
Business Day), as displayed in the Bloomberg Financial
Markets system (or other authoritative source selected by the Bank
in its sole discretion), divided by (b) a number determined by subtracting
from 1.00 the then stated maximum reserve percentage for determining reserves
to be maintained by member banks of the Federal Reserve System for Eurocurrency
funding or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D), or as LIBOR is otherwise determined by the
Bank in its sole and absolute discretion. 
The Bank’s determination of LIBOR shall be conclusive, absent manifest
error.


 


“LIBOR Loan” or “LIBOR Loans” shall mean that portion,
and collectively those portions, of the aggregate outstanding principal balance
of the Revolving Credit Loan that bears interest at the LIBOR Rate.


 


“LIBOR Rate” shall mean a rate of interest equal to LIBOR plus
2.00% which LIBOR Rate shall remain fixed during such Interest Period.


 


“Prime Loan” or “Prime Loans” shall mean that portion,
and collectively, those portions of the aggregate outstanding principal balance
of the Revolving Credit Loan that bears interest at the Prime Rate.


 


“Regulatory Change” shall mean the introduction of, or any
change in any applicable law, treaty, rule, regulation or guideline or in the
interpretation or administration thereof by any governmental authority or any
central bank or other fiscal, monetary or other authority having jurisdiction
over the Bank or its lending office.


 


Section 2. Sections2.01(A), (B) and (C) of Article II,
The Loan, are hereby amended and restated in its entirety as follows:


 


2.01                           Subject
to the terms and conditions of this Agreement, the Bank will make a revolving
credit facility (the “Revolving Credit Loan Commitment”) available to the
Borrower, pursuant to which the Bank may from time to time make revolving
credit advances (each, a “Revolving Credit Loan”) to the Borrower.  The aggregate amount of advances outstanding
under the Revolving Credit Loan Commitment shall at no time exceed the sum of
$5,000,000.00 (the “Revolving Loan Commitment Amount”), minus the amount of all
outstanding Letters of Credit (including drawn but unreimbursed Letters of
Credit).  Amounts borrowed under this Section may
be repaid and reborrowed during the term of this Agreement.  The Revolving Credit Loan Commitment shall
terminate on October 31, 2006 (the “Revolving Credit Loan Termination Date”).


 


(A)                              [Intentionally
Deleted].


 


(B)                                The
proceeds of Revolving Credit Loans shall be disbursed by deposit to the
Borrower’s account maintained at the Bank or otherwise in accordance with the
written instructions of the Borrower or the other provisions of this
Agreement.  Revolving Credit Loans shall
be used by the Borrower solely for working capital purposes.


 


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(C)                                All
outstanding Revolving Credit Loans together with any accrued but unpaid
interest thereon shall be repaid in full on the Revolving Credit Loan
Termination Date.  In addition,
outstanding Revolving Credit Loans shall be repaid upon demand if and to the
extent that they exceed the limitations imposed by Section 2.01above.  Borrower may repay and reborrow under the
Revolving Credit Loan Commitment subject to the terms and conditions of this
Agreement.  Also, if the Borrower chooses
not to convert any Revolving Credit Loan which is a LIBOR Loan to a Prime Loan
as provided in Section 2.08(B) and Section 2.08(C), then such
Revolving Credit Loan shall immediately be due and payable on the last Business
Day of the then existing Interest Period or on such earlier date as required by
law, all without further demand, presentment, protest or notice of any kind,
all of which are hereby waived by the Borrower.


 


Section 3.                                            Section 2.02
of Article II, The Loan, is hereby amended and restated in its
entirety as follows:


 


2.02 (A)      Except
as provided in Section 2.02(B) below, the Revolving Credit Loans
shall bear interest as follows: (i) the proceeds of the Revolving Credit
Loans deposited into the Cash Account shall bear interest at the LIBOR Rate,
and (ii) the remaining proceeds of the Revolving Credit Loans shall bear
interest at a floating per-annum rate equal to the Prime Rate.  Accrued and unpaid interest on the unpaid
principal balance of all LIBOR Loans shall be payable on the last Business Day
of each Interest Period, commencing on the first such date to occur after the
date hereof, on the date of any principal repayment of a LIBOR Loan and on the
Revolving Credit Loan Termination Date.  Accrued
and unpaid interest on Prime Loans shall be paid monthly in arrears commencing
on November 1, 2005 and continuing on the first day of each month
thereafter.


 


(B)                                Any
Obligation of the Borrower which is not paid when due, whether at stated
maturity, by acceleration or otherwise, shall bear interest payable on demand
at an interest rate equal to the LIBOR Rate then in effect plus five percent
(5%) and the Prime Rate then in effect plus five percent (5%) until paid.  In addition, after the occurrence of any
Event of Default and delivery to the Borrower of the Bank’s notice to charge
post-default interest, all Obligations of the Borrower shall bear interest at
the highest rate provided for in the immediately preceding sentence.


 


Section 4.                                            Section 2.04
of Article II, The Loan, is hereby amended and restated in its
entirety as follows:


 


2.04                           All
payments, which are not prepayments, received from the Borrower for payment on
the Loans shall be applied by the Bank first to unpaid interest due and payable
on the Revolving Credit Loans, second to any unpaid fees or expenses incurred
by or owed to the Bank, third to any late charges or fees, and fourth to the
reduction of the principal outstanding on the Loan; provided, however,
while applying payments to unpaid interest the Bank shall have the sole
discretion to decide whether to apply such payments first to unpaid interest
due and payable on the LIBOR Loans or to unpaid interest due and payable on the
Prime Loans.


 


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Section 5.                                            Article II,
The Loan, is hereby amended to add the following as Section 2.08 as
follows:


 


2.08(A)         LIBOR
Loan Prepayments.  Notwithstanding
anything to the contrary contained herein, the principal balance of any LIBOR
Loan may not be prepaid in whole or in part at any time.  If, for any reason, a LIBOR Loan is paid
prior to the last Business Day of any Interest Period, whether voluntary,
involuntary, by reason of acceleration or otherwise, each such prepayment of a
LIBOR Loan will be accompanied by the amount of accrued interest on the amount
prepaid and any and all costs, expenses, penalties and charges incurred by the
Bank as a result of the early termination or breakage of a LIBOR Loan, plus the
amount, if any, by which (i) the additional interest which would have been
payable during the Interest Period on the LIBOR Loan prepaid had it not been
prepaid, exceeds (ii) the interest which would have been recoverable by
the Bank by placing the amount prepaid on deposit in the domestic certificate
of deposit market, the eurodollar deposit market, or other appropriate money
market selected by the Bank, for a period starting on the date on which it was
prepaid and ending on the last day of the Interest Period for such LIBOR
Loan.  The amount of any such loss or
expense payable by the Borrower to the Bank under this section shall be
determined in the Bank’s sole discretion based upon the assumption that the
Bank funded its loan commitment for LIBOR Loans in the London Interbank
Eurodollar market and using any reasonable attribution or averaging methods
which the Bank deems appropriate and practical, provided, however, that the
Bank is not obligated to accept a deposit in the London Interbank Eurodollar
market in order to charge interest on a LIBOR Loan at the LIBOR Rate.


 


(B)                                LIBOR
Unavailability.  If the Bank
determines in good faith (which determination shall be conclusive, absent
manifest error) prior to the commencement of any Interest Period that (i) the
making or maintenance of any LIBOR Loan would violate any applicable law, rule,
regulation or directive, whether or not having the force of law, (ii) United
States dollar deposits in the principal amount, and for periods equal to the
Interest Period for funding any LIBOR Loan are not available in the London
Interbank Eurodollar market in the ordinary course of business, (iii) by
reason of circumstances affecting the London Interbank Eurodollar market,
adequate and fair means do not exist for ascertaining the LIBOR Rate to be
applicable to the relevant LIBOR Loan, or (iv) the LIBOR Rate does not
accurately reflect the cost to the Bank of a LIBOR Loan, the Bank shall
promptly notify the Borrower thereof and, so long as the foregoing conditions
continue, none of the Loans may be advanced as a LIBOR Loan thereafter.  In addition, at the Borrower’s option, each
existing LIBOR Loan shall be immediately (i) converted to a Prime Loan on
the last Business Day of the then existing Interest Period, or (ii) due
and payable on the last Business Day of the then existing Interest Period,
without further demand, presentment, protest or notice of any kind, all of
which are hereby waived by the Borrower.


 


(C)                                Regulatory
Change.  In addition, if, after the
date hereof, a Regulatory Change shall, in the reasonable determination of the
Bank, make it unlawful for the Bank to make or maintain the LIBOR Loans, then
the Bank shall promptly notify the Borrower and none of the Loans may be
advanced as a LIBOR Loan thereafter.  In
addition, at the Borrower’s option, each existing LIBOR Loan shall be
immediately (i) converted to a Prime Loan on the last Business Day of the
then existing Interest Period or on such earlier date as required by law, or (ii) due
and payable on the last Business Day of the then existing Interest Period or on


 


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such earlier date as required by law, all without further demand,
presentment, protest or notice of any kind, all of which are hereby waived by
the Borrower.


 


(D)                               LIBOR
Indemnity.  If any Regulatory Change,
or compliance by the Bank or any Person controlling the Bank with any request
or directive of any governmental authority, central bank or comparable agency
(whether or not having the force of law) shall (a) impose, modify or deem
applicable any assessment, reserve, special deposit or similar requirement
against assets held by, or deposits in or for the account of or loans by, or
any other acquisition of funds or disbursements by, the Bank; (b) subject
the Bank or any LIBOR Loan to any tax, duty, charge, stamp tax or fee or change
the basis of taxation of payments to the Bank of principal or interest due from
the Borrower to the Bank hereunder (other than a change in the taxation of the
overall net income of the Bank); or (c) impose on the Bank any other
condition regarding such LIBOR Loan or the Bank’s funding thereof, and the Bank
shall determine (which determination shall be conclusive, absent manifest
error) that the result of the foregoing is to increase the cost to, or to
impose a cost on, the Bank or such controlling Person of making or maintaining
such LIBOR Loan or to reduce the amount of principal or interest received by
the Bank hereunder, then the Borrower shall pay to the Bank or such controlling
Person, on demand, such additional amounts as the Bank shall, from time to
time, determine are sufficient to compensate and indemnify the Bank for such
increased cost or reduced amount.


 


(E)                                 Interest
Periods.  The first Interest Period
for the LIBOR Loan shall commence on October 31, 2005.  The final Interest Period must be such that
its expiration occurs on or before the Revolving Credit Loan Maturity Date.


 


(F)                                 Renewal.  Each LIBOR Loan shall automatically renew for
the Interest Period, at the then current LIBOR Rate unless the Borrower,
pursuant to a subsequent notice received by the Bank, shall convert all or a
portion of such LIBOR Loan to a Prime Loan. 
Each Interest Period occurring after the initial Interest Period with
respect to any LIBOR Loan shall commence on the same day of each applicable
month as the first day of the initial Interest Period.  Whenever the last day of any Interest Period
with respect to any LIBOR Loan would otherwise occur on a day other than a Business
Day, the last day of such Interest Period shall be extended to occur on the
next succeeding Business Day.  Whenever
an Interest Period with respect to any LIBOR Loan would otherwise end on a day
of a month for which there is no numerically corresponding day in the calendar
month, such Interest Period shall end on the last day of such calendar month,
unless such day is not a Business Day, in which event such Interest Period
shall be extended to end on the next Business Day.  Upon receipt by the Bank of such subsequent
notice, the Borrower may, subject to the terms and conditions of this
Agreement, elect, as of the last day of the applicable Interest Period, to
continue any LIBOR Loan having an Interest Period expiring on such day for a
new Interest Period, or to convert any such LIBOR Loan to a Prime Loan.  Such notice shall, in the case of a
conversion to a Prime Loan, be given before 11:00 a.m., Chicago time, on
the proposed date of such conversion, specifying: (i) the proposed date of
conversion; (ii) the aggregate amount of Loans to be converted; and (iii) the
type of Loans resulting from the proposed conversion.   The Borrower may not elect a LIBOR Rate, and
an Interest Period for a LIBOR Loan shall not automatically renew, with respect
to any principal amount which is scheduled to be repaid before the last day of
the applicable Interest Period, and any such amounts shall bear interest at the
Prime Rate, until repaid.


 


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Section 6.                                            The Pledge
Agreement delivered pursuant to Section 3.01(E) of the Loan Agreement
to secure the Cash Account is hereby cancelled and terminated.


 


Section 7.                                            Article VIII,
Financial Covenants, is hereby amended by adding a subsection (C) as
follows:


 


(C)                                Current
Assets.  As of the end of each of its
fiscal quarters the Borrower shall maintain current assets of at least Five
Million and 00/100 Dollars ($5,000,000.00).


 


Section 8.                                            Section 9.03
of Article IX, Event of Default, is hereby amended and restated in
its entirety as follows:


 


9.03                           In
exercising its right to sell, lease or otherwise dispose of the Collateral, the
Bank may sell, lease or otherwise dispose of all or any Collateral in its then
condition, or after any further manufacturing or processing thereof, at public
or private sale or sales, with such notice as may be required by law, in lots
or in bulk, all as the Bank, in its sole discretion, may deem advisable; such
sales may be adjourned from time to time with or without notice.  The Bank shall have the right to conduct such
sales on the Borrower’s premises or elsewhere and shall have the right to use
the Borrower’s premises without charge for such sales for such time or times as
the Bank may see fit.  The Bank is hereby
granted a license or other right to use, without charge, the Borrower’s labels,
patents, copyrights, rights of use of any name, trade secrets, tradenames,
trademarks, service marks and advertising matter, or any property of a similar
nature, as it pertains to the Collateral, in advertising for sale and selling
any Collateral and the Borrower’s rights under all licenses and all franchise
agreements shall inure to the Bank’s benefit. 
The Bank shall have the right to sell, lease or otherwise dispose of the
Collateral, or any part thereof, for cash, credit or any combination thereof,
and the Bank may purchase all or any part of the Collateral at public or, if
permitted by law, private sale and, in lieu of actual payment of such purchase
price, may set off the amount of such price against the Borrower’s Obligations.  The proceeds realized from the sale of any
Collateral shall be applied first to the costs, expenses and attorneys’ fees
and expenses incurred by the Bank for collection and for acquisition,
completion, protection, removal, storage, sale and delivery of the Collateral;
second to interest due upon any of the Borrower’s Obligations; and third to the
principal of the Borrower’s Obligations. 
If any deficiency shall arise, the Borrower shall remain liable to the
Bank therefor; provided, however, while applying the proceeds from the
sale of Collateral to interest due upon the Borrower’s obligations the Bank
shall have the sole discretion to decide whether to apply such proceeds first
to interest due and payable on the LIBOR Loans or to interest due and payable on
the Prime Loans.


 


Section 9.                                            Borrower
restates and reaffirms each and every representation, warranty, covenant and
agreement contained in the Loan Agreement, as amended, as fully and with the
same effect as if such representations, warranties, covenants, and agreements
were set forth in this Amendment.


 


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Section 10.                                      General
Provisions:


 


a.                                       This
Amendment shall be incorporated into and made a part of the Loan Agreement, as
amended from time to time, and all other related loan documents executed by
Borrower.


 


b.                                      All
capitalized terms not defined in this Amendment shall have the meanings
ascribed to them in the Loan Agreement, as amended from time to time.


 


c.                                       Borrower
hereby agrees to execute and deliver, or cause to be executed and delivered, to
the Bank: (i) the Amended and Restated Revolving Credit Note, and (ii) 
such additional documentation as the Bank shall require in order to evidence or
effectuate the transactions contemplated hereby or in order to update
information and undertakings heretofore given to the Bank by or on behalf of
Borrower.


 


d.                                      This
Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of Illinois, without giving effect to any choice of law
provisions.


 


e.                                       This
Amendment shall inure to the benefit of the Bank’s successors and assigns, and
shall be binding upon the successors and assigns of Borrower.


[Signature Page to Follow]


 


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IN WITNESS WHEREOF, the parties have hereunto caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.


 


 


	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EBIX, INC.,

  
	
   

  	
   

  	
  A DELAWARE CORPORATION,

  
	
   

  	
   

  	
  F/K/A EBIX.COM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Richard J. Baum

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
    Richard
  J. Baum

  
	
   

  	
   

  
	
   

  	
  Title:

  	
    CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  BANK:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LaSALLE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


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