Second Amendment to Loan and Security Agreement

EXHIBIT 10.1

SECONDAMENDMENT TO
LOAN AND SECURITY AGREEMENT

THIS SECOND (“SecondAmendment”), effective as of December 31, 2004, is entered into by and between EBIX, INC., a Delaware corporation f/k/a EBIX.COM, INC. (the “Borrower”), and LaSALLE BANK NATIONAL ASSOCIATION, anational banking association (the “Bank”).

RECITALS

WHEREAS, the Bank has previously loaned or committedto 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 sumof $5,000,000.00 as evidenced, secured and governed by, among otherdocumentation, that certain Business Loan Agreement dated October 31, 2003 byand between the Borrower and the Bank (the “Original Revolving Credit Loan”),which was amended by that certain Amended & Restated Loan and SecurityAgreement dated April 21, 2004 and the First Amendment to Loan Agreement datedJuly 1, 2004 (collectively, the “Loan Agreement”) the terms of which are incorporatedby reference and made a part of this Amendment as though fully set out herein;and

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

AGREEMENTS

NOW THEREFORE, in consideration of theabove recitals, the mutual promises and agreements of the parties set forthherein and other good and valuable consideration, the receipt and sufficiencyof which is hereby acknowledged, the parties hereto agree as follows:

Section 1.              Article I, Definitions, is hereby amended asfollows:

Thefollowing definitions are added to the Loan Agreement:

“EBITDA”shall mean for any period, the Net Earnings (or loss) for Borrower for suchperiod, plus (to the extent included in determining Net Earnings (or loss)),the sum of the following: (i) interest expense of 1 Borrower, (ii) income taxexpense of Borrower, (iii) depreciation, amortization, and similar non-cashcharges of Borrower, (iv) extraordinary losses of Borrower, minus extraordinarygains of Borrower.

“SeniorDebt to EBITDA Ratio” shall mean the ratio of Senior Debt to EBITDA.

“SeniorDebt” shall mean, with respect to the Borrower, all of Borrower’sObligations to Bank.

Section 2.              Article VII, Affirmative Covenants, is herebyamended as follows:

7.01(ii) as soon as practicable, and in any event within forty-five (45) days afterthe end of the each fiscal quarter of Borrower, (a) a statement of cash flowsof the Borrower for



 

suchmonth and the quarter of the fiscal year then ended, (b) an income statement ofthe Borrower for such month and the portion of the fiscal year then ended, (c)an income statement of the Borrower showing the EBITDA for such month and theportion of the fiscal year then ended, and (d) a balance sheet of the Borroweras of the end of such month; all in reasonable detail and certified by anAuthorized Borrower Representative as complete and accurate in all materialrespects, fairly presenting the financial condition of the Borrower andprepared in accordance with GAAP;

Section 3.              Article VIII, Financial Covenants, is herebyamended as follows:

SectionA, Tangible Net Worth is deleted in its entirety and replaced with thefollowing financial covenant:

A.            Maximum Senior Debt.  Maintain a maximum Senior Debt to EBITDARatio of not greater than 2.50:1.0, measured on a quarterly basis for eachpreceding twelve (12) month period on a rolling basis, beginning for thequarter ended December 31, 2004.

 

[Signature Page to Follow]

 

 

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INWITNESS WHEREOF, the parties have hereunto caused this Agreement to be executedby their respective officers thereunto duly authorized, as of the date firstabove written.

 

BORROWER:

 

 

 

EBIX, INC., A DELAWARE CORPORATION, F/K/A EBIX.COM, INC.

 

 

 

 

By:

/s/ Richard J. Baum

 

 

Print Name:

Richard J. Baum

 

Title:

Chief Financial Officer

 

 

 

 

BANK:

 

 

 

 

LaSALLE BANK, N.A.

 

 

 

 

By:

/s/ William Robertson

 

 

Print Name:

William Robertson

 

Title:

Senior Vice President

 

 

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