June 21, 1999
Active Voice Corporation
Jose S. David
2901 3rd Avenue, #500
Seattle, WA 98121
Dear Mr. David:
This letter amendment (this "Amendment") is to confirm the changes agreed
upon between Wells Fargo Bank, National Association ("Bank") and Active Voice
Corporation ("Borrower") to the terms and conditions of that certain letter
agreement between Bank and Borrow dated as of November 13, 1997, as amended
from time to time (the "Agreement"). For valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bank and Borrower hereby
agree that the Agreement shall be amended as follows to reflect said changes.
1. The Agreement is hereby amended by deleting "June 30, 1999" as the
last day on which Bank will make advances under the Line of Credit, and by
substituting for said date "June 30, 2000," with such change to be effective
upon the execution and delivery to Bank of a promissory note substantially in
the form of Exhibit A attached hereto (which promissory note shall replace
and be deemed the Line of Credit Note defined in and made pursuant to the
Agreement) and all other contracts, instruments and documents required by
Bank to evidence such change.
2. The Agreement is hereby amended (a) by deleting "June 30, 1999" as
the last day on which Bank will make advances under the Foreign Exchange
Facility, and by substituting for said date "June 30, 2000."
3. Paragraph 1.2.(a) is hereby deleted in its entirety, and the
following substituted therefor:
"(a) FOREIGN EXCHANGE FACILITY. Bank will enter
into foreign exchange contracts for the account of
Borrower under the Foreign Exchange Facility for the
purchase and/or sale by Borrower in United States dollars
of foreign currencies designated by Borrower; provided
however, that the aggregate of all
Active Voice Corporation
June 21, 1999
Page 2
outstanding foreign exchange contracts shall not at any
time exceed the maximum principal amount available under
the Foreign Exchange Facility, as set forth above. No
foreign exchange contract shall be executed for a term
which extends beyond June 30, 2000. Borrower shall have a
"Delivery Limit" under the Foreign Exchange Facility not
to exceed at any time the aggregate principal amount of
One Hundred Thousand United States Dollars (US$100,000.00),
which Delivery Limit reflects the maximum principal amount
of Borrower's foreign exchange contracts which may mature
during any two (2) day period. All foreign exchange
transactions shall be subject to the additional terms of a
Foreign Exchange Agreement, substantially in the form of
Exhibit B attached hereto ("Foreign Exchange Agreement"), all
terms of which are incorporated herein by this reference."
4. Paragraph II.4. is hereby deleted in its entirety, and the
following substituted therefor:
"4. UNUSED COMMITMENT FEE. Borrower shall pay to Bank
a fee equal to fifteen hundredths of one percent (0.15%) per
annum (computed on the basis of a 360-day year, actual days
elapsed) on the average daily unused amount of the Line of
Credit, which fee shall be calculated on a quarterly basis
by Bank and shall be due and payable by Borrower in arrears
within fifteen (15) days after each billing is sent by Bank."
5. Paragraph V.3.(b) is hereby deleted in its entirety, and the
following substituted therefor:
"not later than 60 days after and as of the end of
each fiscal quarter, a 10Q report filed with the Securities
Exchange Commission, prepared by a certified public
accountant acceptable to bank, to include balance sheet,
income statement, statement of cashflow and all footnotes;"
Active Voice Corporation
June 21, 1999
Page 3
6. Paragraph V.9.(a) is hereby deleted in its entirety, and the
following substituted therefore:
"(a) Net income after taxes not less than $1.00 on an annual
basis determined as of March 31, 2000, and net income after taxes
not less than $1.00 on a quarterly basis, determined as of each
fiscal quarter end beginning December 31, 1999."
7. Paragraph V.9.(b) is hereby deleted in its entirety, without
substitution.
8. Paragraph V.9.(c) is hereby deleted in its entirety, without
substitution.
9. Except as specifically provided herein, all terms and conditions of
the Agreement remain in full force and effect, without waiver or modification.
All terms defined in the Agreement shall have the same meaning when used
herein. This Amendment and the Agreement shall be read together, as one
document.
10. Borrower hereby remakes all representations and warranties contained
in the Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of Borrower's acknowledgment set forth
below there exists no default or defined event of default under the Agreement
or any promissory note or other contract, instrument or document executed in
connection therewith, nor any condition, act or event which with the giving of
notice or the passage of time or both would constitute such a default or
defined event of default.
Active Voice Corporation
June 21, 1999
Page 4
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
Your acknowledgment of this Amendment shall constitute acceptance of the
foregoing terms and conditions.
Sincerely,
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Greg Milner
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Greg Milner
Vice President
Acknowledged and accepted as of 6/30/99:
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ACTIVE VOICE CORPORATION
By: /s/ Jose S. David
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Jose S. David
Chief Financial Officer