Exhibit 10.1
March 22, 1995
[LOGO]
[United Missouri Bank LETTERHEAD]
Mr. Robert P. Dunne, Chairman
Saztec International, Inc.
6700 Corporate Drive
Kansas City, Missouri 64120
Dear Mr. Dunne:
As you know, the Authority to Loan previously extended to Saztec International,
Inc. and all of its subsidiaries ("Saztec") by this bank expired on March 15,
1995. In that connection, you have requested that this bank's discount
committee consider continuing to extend revolving credit to Saztec predicated
off a number of points outlined to the writer in your letter dated March 9,
1995. Your letter to the writer dated March 9, 1995, a copy of which is
attached, will be a part of this agreement.
In consideration of your expressed desire to consummate a credit line with
another financial institution, the discount committee of UMB Bank, n.a. has
favorably considered your request and approved an Authority to Loan (the
"Authority to Loan") on the terms and conditions set forth in this letter.
1. UMB Bank, n.a. hereby extends to Saztec an Authority to Loan in the amount
of $750,000 from March 15, 1995 through April 30, 1995, provided that the
outstanding principal amount of all advances under such Authority to Loan
at no time exceeds an amount equal to 80% of Saztec's qualified accounts
receivable. "Qualified accounts receivable" shall have the meaning set
forth in a Security Agreement to be executed by Saztec not later than the
date of the first advance under the Authority to Loan.
2. All advances under the Authority to Loan will be evidenced by a Master
Revolving Note on this bank's standard form. Such note shall be payable on
demand, but if no demand, not later than April 30, 1995.
3. All advances under the Authority to Loan are subject to Saztec being in
full and complete compliance with all terms and conditions stated in this
letter at the time of each such advance and the continuation of extensions
of credit are subject to Saztec being in full compliance with all terms
hereof at all times.
4. All advances under the Authority to Loan will be secured by all accounts
receivable of Saztec, now or hereafter existing, notwithstanding the 80% of
qualified accounts receivable basis for making advances, and by all
inventory, machinery, equipment, furniture and fixtures of Saztec nor owned
or hereafter acquired or created.
Mr. Robert P. Dunne, Chairman
March 22, 1995
Page 2
5. Saztec will continue to maintain a lock box for the receipt of all accounts
receivable payments over which this bank has sole access and also a cash
collateral account with this bank into which all accounts receivable
payments will be deposited.
6. All advances under the Authority to Loan shall bear interest per annum at
3% over this bank's prime rate of interest, adjusted daily. For purposes
hereof, this bank's prime rate of interest shall be that rate of interest
which it states, from time to time, to be its prime rate of interest.
7. Each extension of credit under the Authority to Loan shall be subject, in
the sole discretion of this bank, to the occurrence of no adverse material
change in (i) the financial condition of Saztec or (ii) the aging or
collectability of its accounts receivable.
8. This bank must at all times have a first priority perfected security
interest in all personal property of Saztec and all proceeds of all of the
foregoing and all common stock of all subsidiaries of Saztec.
9. At all times the consolidated net worth of Saztec must be at least equal to
$2,200,000, the calculation of such to be performed in accordance with
generally accepted accounting principles, consistently applied.
10. At all times the ratio of consolidated total indebtedness to consolidated
net worth shall not exceed 2.5 to 1, the calculation of such to be
performed in accordance with generally accepted accounting principles,
consistently applied.
11. Saztec must provide this bank with monthly financial statements and
accounts receivable listings and agings and a borrowing base certificate in
form and substance acceptable to this bank not later than 20 days following
the end of each month, such financial statements to include, at a minimum,
a balance sheet, an income statement and a statement of cash flow.
12. Should the terms of this letter and any terms of any Promissory note or
Security Agreement executed or continued in connection herewith be in
conflict, then the terms of any such note or Security Agreement shall
prevail.
13. All documentation evidencing the Authority to Loan and any collateral
therefore shall be on this bank's standard forms and must be satisfactory
in all respects to this bank and its attorneys.
14. All costs incurred by this bank in extending credit under the Authority to
Loan must be paid by Saztec.
Mr. Robert P. Dunne, Chairman
March 22, 1995
Page 3
15. It is further understood that Saztec is completing interrogatories relative
to its litigation against DEC for unrecovered costs related to a
terminated contract. Management of Saztec has anticipated negotiating a
settlement ranging from $200,000 to $400,000 and has committed a minimum of
50% of the proceeds received to further reduce the bank's Authority to Loan
availability during this time period.
16. This letter supersedes any and all prior agreements, whether written or
verbal, between Saztec and this bank relating to the subject matter hereof
except existing Promissory Notes, Security Agreements and financing
statements. By signing below, you and this bank agree that there are no
unwritten oral agreements between us relating to the transactions proposed
hereunder.
17. STATUTORY STATEMENT MADE PURSUANT TO MO. REV. STAT. SECTION 432.045. ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING PAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT SAZTEC INTERNATIONAL, INC. AND TO PROTECT
UMB BANK, N.A. FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE
REACH CONCERNING SUCH MATTERS ARE CONTAINED IN THIS LETTER AND THE
DOCUMENTS REFERRED TO HEREIN, WHICH ARE THE COMPLETE AND EXCLUSIVE
STATEMENTS OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.
If you agree to the above terms and conditions, kindly acknowledge the same by
signing in the space provided for that purpose below and return the original of
this letter to the undersigned not later than March 29, 1995.
Sincerely,
UMB BANK, n.a.
By /s/ Ned. C. Voth
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Ned C. Voth
Executive Vice President
NCV:am
The undersigned hereby acknowledges and agrees to all of the terms and
conditions stated in the foregoing letter.
SAZTEC INTERNATIONAL, INC.
AND ALL SUBSIDIARIES
By: /s/ Robert P. Dunne
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Robert P. Dunne, Chairman
Dated: March 27 , 1995.
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