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Quarterdeck Corp – ‘10-K’ for 9/30/96 – EX-10.29

As of:  Monday, 12/30/96   ·   For:  9/30/96   ·   Accession #:  950148-96-3006   ·   File #:  0-19207

Previous ‘10-K’:  None   ·   Next:  ‘10-K/A’ on 8/14/97 for 9/30/96   ·   Latest:  ‘10-K/A’ on 3/1/99 for 9/30/98

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/30/96  Quarterdeck Corp                  10-K        9/30/96   12:318K                                   Bowne of Century City/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Exhibit 10-K                                          70    391K 
 2: EX-3.2      Articles of Incorporation/Organization or By-Laws      1      8K 
 3: EX-3.4      Articles of Incorporation/Organization or By-Laws      1      8K 
 5: EX-10.10    Material Contract                                      5     25K 
 6: EX-10.11    Material Contract                                     11     36K 
 7: EX-10.12    Material Contract                                     10     34K 
 8: EX-10.29    Material Contract                                      4     15K 
 9: EX-10.30    Material Contract                                      9     30K 
 4: EX-10.5     Material Contract                                      4     14K 
10: EX-21.1     Subsidiaries of the Registrant                         1      7K 
11: EX-23.1     Consent of Experts or Counsel                          1      8K 
12: EX-27       Financial Data Schedule                                1     10K 


EX-10.29   —   Material Contract

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EXHIBIT 10.29 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of September 30, 1996, is entered into by and between QUARTERDECK CORPORATION (the "Borrower") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank"). RECITALS A. The Borrower and the Bank are parties to a Credit Agreement dated as of February 14, 1996, as amended by that First Amendment to Credit Agreement dated as of March 28, 1996, and that Waiver and Second Amendment to Credit Agreement dated as of August 13, 1996 (as amended, the "Credit Agreement"), pursuant to which the Bank has extended certain credit facilities to the Borrower and its Acceptable Subsidiaries. B. The Borrower has requested that the Bank agree to certain amendments of the Credit Agreement. C. The Bank is willing to amend the Credit Agreement, subject to the terms and conditions of this Amendment. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Credit Agreement. 2. Amendments to Credit Agreement. (a) Subsection 7.01(d) of the Credit Agreement shall be amended and restated in its entirety to read as follows: "(d) indebtedness secured by liens permitted by subsections 7.02(f), (n), (o), (p) and (q)." (b) Section 7.02 of the Credit Agreement shall be amended by relettering subsection 7.02(q) as 7.02(r) and inserting the following subsection (q) after the semicolon at the end of subsection (p) thereof: "(q) liens on offshore assets (including accounts receivable but excluding cash) owned by any offshore Subsidiary, securing indebtedness of such offshore Subsidiary not to exceed in aggregate principal amount at any one time the Equivalent Amount of $5,000,000;" 3. Representations and Warranties. The Borrower hereby represents and warrants to the Bank as follows:
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(a) No Default or Event of Default has occurred and is continuing. (b) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any governmental authority) in order to be effective and enforceable. The Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with its respective terms, without defense, counterclaim or offset. (c) All representations and warranties of the Borrower contained in the Credit Agreement are true and correct as of the date hereof. (d) The Borrower is entering into this Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Bank or any other Person. 4. Effective Date. This Amendment will become effective as of the date first above written (the "Effective Date"), provided that the Bank has received from the Borrower a duly executed original (or, if elected by the Bank, an executed facsimile copy) of this Amendment. 5. Consent of Guarantor. The Borrower, as guarantor with respect to the obligations of the Acceptable Subsidiaries to the Bank under the Credit Agreement, as amended by this Amendment, hereby reaffirms and agrees that each Guaranty to which the Borrower is party, and all other documents and agreements executed and delivered by the Borrower to the Bank in connection therewith, are in full force and effect, without defense, offset or counterclaim. 6. Reservation of Rights. The Borrower acknowledges and agrees that the execution and delivery by the Bank of this Amendment shall not be deemed to create a course of dealing or otherwise obligate the Bank to execute similar consents or amendments under the same or similar circumstances in the future. 7. Miscellaneous. (a) Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement. (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their 2
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respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment. (c) This Amendment shall be governed by and construed in accordance with the law of the State of California. (d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document may be delivered by any party thereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the Bank of a facsimile transmitted document purportedly bearing the signature of the Borrower shall bind the Borrower with the same force and effect as the delivery of a hard copy original. Any failure by the Bank to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document which hard copy ,page was not received by the Bank. (e) This Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior drafts and communications with respect thereto. This Amendment may not be amended except in accordance with the provisions of Section 9.05 of the Credit Agreement. (f) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Credit Agreement, respectively. (g) The Borrower covenants to pay to or reimburse the Bank, upon demand, for all reasonable costs and expenses (including reasonable allocated costs of in-house counsel) incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment. 3
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written. QUARTERDECK CORPORATION By:/s/ Frank Greico -------------------------------- Title: Chief Financial Officer By: Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: /s/ Cecilia Person -------------------------------- Title: Vice President 4

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-K’ Filing    Date First  Last      Other Filings
Filed on:12/30/96
For Period End:9/30/96110-K/A,  8-K/A
8/13/961
3/28/9618-K,  8-K/A
2/14/961
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Filing Submission 0000950148-96-003006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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