FRONTSTEP INC
EXHIBIT 10(P)
<DOCUMENT>
<TYPE>EX-10.P
<SEQUENCE>10
<FILENAME>l96355aexv10wp.txt
<DESCRIPTION>EXHIBIT 10(P)
<TEXT>
<PAGE>
                                                                   Exhibit 10(p)

                               THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------


                  THIRD AMENDMENT dated as of May 13, 2002 (this "AMENDMENT") to
the LOAN AND SECURITY AGREEMENT dated as of July 17, 2001, as amended by the
First Amendment dated as of November 15, 2001 and the Second Amendment dated as
of February 14, 2002 (the "LOAN AGREEMENT"), between and among, on the one hand,
the lenders identified on the signature pages thereof (such lenders, together
with their respective successors and assigns, are referred to hereinafter each
individually as a "LENDER" and collectively as the "LENDERS"), FOOTHILL CAPITAL
CORPORATION, a California corporation, as the arranger and administrative agent
for the Lenders ("AGENT"), and, on the other hand, FRONTSTEP, INC., an Ohio
corporation ("PARENT"), and each of the Parent's Subsidiaries identified on the
signature pages hereof (such Subsidiaries, together with Parent, are referred to
hereinafter each individually as a "BORROWER", and individually and
collectively, jointly and severally, as "BORROWERS").

                  WHEREAS, the Borrowers have requested the Agent and the
Lenders to amend the Loan Agreement to, among other things, reset the Minimum
EBITDA, Tangible Net Worth and Leverage Ratio covenants set forth therein, and
the Agent, on behalf of the Lenders, has agreed to such request subject to the
terms and conditions hereof.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, agreements and conditions hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                  1. CAPITALIZED TERMS. All capitalized terms used in this
Amendment (including, without limitation, in the recitals hereto) and not
otherwise defined shall have their respective meanings set forth in the Loan
Agreement.

                  2. FINANCIAL COVENANTS. Section 7.20 of the Loan Agreement is
hereby amended by amending clauses (i), (ii) and (iii) thereof as follows:

                  (a) MINIMUM EBITDA. Clause (i) of Section 7.20(a) is hereby
amended in its entirety to read as follows:

                           "(i) MINIMUM EBITDA. Fail to maintain EBITDA,
         measured on a fiscal quarter-end basis, of not less than the required
         amount set forth in the following table for the applicable period set
         forth opposite thereto:

         ---------------------------------- ------------------------------------

                       APPLICABLE AMOUNT             APPLICABLE PERIOD
                       -----------------             -----------------
         ---------------------------------- ------------------------------------

                          $(656,000)           For the 9 month period ending
                                                      March 31, 2002
         ---------------------------------- ------------------------------------

                           $800,000           For the 12 month period ending
                                                       June 30, 2002
         ---------------------------------- ------------------------------------


<PAGE>


         Borrowers' EBITDA for the 12 month period ending each quarter after
         June 30, 2002 shall be determined based upon Borrowers' projected
         EBITDA for such period as set forth in the Projections delivered to
         Agent in accordance with Section 6.3(c), which Projections are in form
         and substance acceptable to Agent; provided, that if Agent and
         Borrowers cannot agree on the EBITDA covenant number based upon
         Borrowers' projected EBITDA, for purposes of this Section 7.20(a)(i),
         Borrowers' EBITDA for such 12 month period shall be determined by Agent
         in its Permitted Discretion and shall not be less than $800,000."

                  (b) TANGIBLE NET WORTH. Clause (ii) of Section 7.20(a) is
hereby amended in its entirety to read as follows:

                          "(ii) TANGIBLE NET WORTH. Fail to maintain Tangible
         Net Worth of at least the required amount set forth in the following
         table as of the applicable date set forth opposite thereto:


         ------------------------------ -------------------------------------

               APPLICABLE AMOUNT                 APPLICABLE DATE
               -----------------                 ---------------
         ------------------------------ -------------------------------------

                  $6,681,000                     March 31, 2002
         ------------------------------ -------------------------------------

                  $6,500,000                      June 30, 2002
         ------------------------------ -------------------------------------

         Borrowers' Tangible Net Worth for each fiscal quarter ending after June
         30, 2002 shall be determined based upon Borrowers' projected Tangible
         Net Worth for such period as set forth in the Projections delivered to
         Agent in accordance with Section 6.3(c), which Projections are in form
         and substance acceptable to Agent; provided, that if Agent and
         Borrowers cannot agree on the Tangible Net Worth covenant number based
         upon Borrowers' projected Tangible Net Worth, for purposes of this
         Section 7.20(a)(ii), Borrowers' Tangible Net Worth for such fiscal
         quarter shall be determined by Agent in its Permitted Discretion and
         shall not be less than $6,500,000."

                  (c) LEVERAGE RATIO. Clause (iii) of Section 7.20(a) is hereby
amended in its entirety to read as follows:

                           "(iii) LEVERAGE RATIO. Permit the ratio (the
         "Leverage Ratio") of (i) the aggregate amount of the Indebtedness of
         Parent and its Subsidiaries divided by (ii) EBITDA, for the applicable
         period set forth below to be more than the applicable ratio set forth
         below:


                                       2
<PAGE>

         ------------------------------ ----------------------------------------

                 LEVERAGE RATIO                      APPLICABLE PERIOD
                 --------------                      -----------------
         ------------------------------ ----------------------------------------

                    (27.30):1                  For the 9 month period ending
                                                      March 31, 2002
         ------------------------------ ----------------------------------------

                      26:1                    For the 12 month period ending
                                                       June 30, 2002
         ------------------------------ ----------------------------------------

         Borrowers' Leverage Ratio for the 12 month period ending each quarter
         after June 30, 2002 shall be determined based upon Borrowers' projected
         Leverage Ratio for such period as set forth in the Projections
         delivered to Agent in accordance with Section 6.3(c), which Projections
         are in form and substance acceptable to Agent; provided, that if Agent
         and Borrowers cannot agree on the Leverage Ratio covenant based upon
         Borrowers' projected Leverage Ratio, for purposes of this Section
         7.20(a)(iii), Borrowers' Leverage Ratio for such 12 month period shall
         be determined by Agent in its Permitted Discretion and shall not be
         more than 26:1."

                  3. MITSUI INDEBTEDNESS. Section 7.1(h) of the Loan Agreement
is hereby amended by deleting the name "Mitsui & Co. Ltd." set forth therein and
inserting the following phrase in lieu thereof to read as follows:

                           "Mitsui & Co., Asia Investment Ltd., a company
         established under the laws of Singapore, and MVC Corporation, a company
         established under the laws of Japan"

                  4. MITSUI LIENS. The definition of the term "Permitted Liens"
is hereby amended by (a) deleting the word "and" at the end of clause (j)
thereof, (b) deleting the period at the end of clause (k) thereof and inserting
"; and" at the end thereof and (c) inserting a new clause (l) therein to read as
follows:

                           "(l) Liens in favor of Mitsui & Co., Asia Investment
         Ltd., a company established under the laws of Singapore, and MVC
         Corporation, a company established under the laws of Japan, on the
         Stock of Frontstep (Singapore) Pte Ltd. that is owned by Parent to the
         extent such Liens secure Parent's obligations in respect of the
         Indebtedness permitted under SECTION 7.1(h) hereof."

                  5. FINANCIAL REPORTING. (a) Section 6.3(a) of the Loan
Agreement is hereby amended by deleting the introductory clause of such Section
and inserting a new introductory clause therein to read as follows:

                           "(a) as soon as available, but in any event within 45
         days after the end of each of the first 3 fiscal quarters in each of
         Parent's fiscal years,"

                  (b) Section 6.3(a)(ii)(A) of the Loan Agreement is hereby
amended in its entirety to read as follows:

                     "A. the financial statements delivered hereunder have been
         prepared in accordance with GAAP (except for the lack of footnotes and
         being subject to year-end


                                       3
<PAGE>

         audit adjustments) and fairly present in all material respects the
         financial condition of Parent and its Subsidiaries,"

                  6. CONDITIONS. This Amendment shall become effective only upon
satisfaction in full of the following conditions precedent (the first date upon
which all such conditions have been satisfied being herein called the "AMENDMENT
EFFECTIVE DATE"), provided that the amendments set forth in Section 2 of this
Amendment shall be deemed effective as of March 29, 2002:

                     (a) REPRESENTATIONS AND WARRANTIES; NO EVENT OF DEFAULT.
The representations and warranties contained herein, in Section 5 of the Loan
Agreement and in each other Loan Document and certificate or other writing
delivered to the Agent and the Lenders pursuant hereto on or prior to the
Amendment Effective Date shall be correct in all material respects on and as of
the Amendment Effective Date as though made on and as of such date (except to
the extent that such representations and warranties expressly relate solely to
an earlier date in which case such representations and warranties shall be true
and correct on and as of such date), and no Default or Event of Default shall
have occurred and be continuing on the Amendment Effective Date or would result
from this Amendment becoming effective in accordance with its terms, unless any
such Event of Default has previously been waived in accordance with Section 15
of the Loan Agreement.

                     (b) DELIVERY OF DOCUMENTS. The Agent shall have received on
or before the Amendment Effective Date the following, each in form and substance
reasonably satisfactory to the Agent and, unless indicated otherwise, dated the
Amendment Effective Date:

                         (i) counterparts of this Amendment, duly executed by
                  the Borrowers and the Agent; and

                         (ii) such other agreements, instruments, approvals,
                  opinions and other documents as the Agent may reasonably
                  request.

                     (c) AMENDMENT FEE. The Borrowers shall have paid to the
Agent, for the benefit of the Lenders, in immediately available funds, a fully
earned and nonrefundable amendment fee equal to $10,000, the payment of which
shall be effected by Agent charging such fee to Borrowers' Loan Account.

                     (d) PROCEEDINGS. All proceedings in connection with the
transactions contemplated by this Amendment, and all documents incidental
thereto, shall be reasonably satisfactory to the Agent and its special counsel,
and the Agent and such special counsel shall have received all such information
and such counterpart originals or certified copies of documents, and such other
agreements, instruments, approvals, opinions and other documents, as the Agent
or such special counsel may reasonably request.

                  7. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers
represent and warrant as follows:

                     (a) Except as previously disclosed in writing to the Agent:
(i) the representations and warranties made by such Borrower herein, in the Loan
Agreement and in each other Loan Document and certificate or other writing
delivered to the Lenders on or prior to


                                       4
<PAGE>

the Amendment Effective Date shall be correct and accurate on and as of the
Amendment Effective Date as though made on and as of such date (except to the
extent that such representations and warranties expressly relate solely to an
earlier date in which case such representations and warranties shall be true and
correct on and as of such date); and (ii) no Default or Event of Default shall
have occurred and be continuing on the Amendment Effective Date or would result
from this Amendment becoming effective in accordance with its terms.

                     (b) Each of the Borrowers (i) is a corporation, duly
organized, validly existing and in good standing under the laws of its state of
organization, (ii) has all requisite power and authority to execute, deliver and
perform this Amendment, and to perform the Loan Agreement, as amended hereby,
and (iii) is duly qualified to do business and is in good standing in each
jurisdiction where the failure to be so qualified and in good standing
reasonably could be expected to have a Material Adverse Change.

                     (c) The execution, delivery and performance by each
Borrower of this Amendment, and the performance by each such Borrower of the
Loan Agreement, as amended hereby, (i) have been duly authorized by all
necessary action, (ii) do not and will not contravene such Borrower's charter or
by-laws, any applicable law or any contractual restriction binding on or
otherwise affecting it or any of its properties, (iii) do not and will not
result in or require the creation of any lien or other encumbrance (other than
pursuant to any Loan Documents) upon or with respect to any of its properties,
and (iv) do not and will not result in any suspension, revocation, impairment,
forfeiture or nonrenewal of any permit, license, authorization or approval
applicable to its operations or any of its properties.

                     (d) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or agency or other
regulatory body is required in connection with the due execution, delivery and
performance by such Borrower of this Amendment, or for the performance of the
Loan Agreement, as amended hereby.

                     (e) This Amendment, the Loan Agreement, as amended hereby,
and each other Loan Document to which such Borrower is a party is a legal, valid
and binding obligation of such Borrower, enforceable against such Borrower in
accordance with its terms, except as such enforceability may be limited by
equitable principles or by or subject to any bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally.

                  8. CONTINUED EFFECTIVENESS OF THE LOAN AGREEMENT. (a) Except
as otherwise expressly provided herein, the Loan Agreement and the other Loan
Documents are, and shall continue to be, in full force and effect and are hereby
ratified and confirmed in all respects, except that on and after the Amendment
Effective Date (i) all references in the Loan Agreement to "this Agreement",
"hereto", "hereof", "hereunder" or words of like import referring to the Loan
Agreement shall mean the Loan Agreement as amended by this Amendment and (ii)
all references in the other Loan Documents to the "Loan Agreement", "thereto",
"thereof", "thereunder" or words of like import referring to the Loan Agreement
shall mean the Loan Agreement as amended by this Amendment.


                                       5
<PAGE>

                      (b) The Borrowers hereby acknowledge and agree that this
Amendment constitutes a "Loan Document" under the Loan Agreement. Accordingly,
it shall be an Event of Default under the Loan Agreement if any representation
or warranty made by the Borrowers under or in connection with this Amendment
shall have been untrue, false or misleading in any material respect when made.

                  9.  COSTS AND EXPENSES. The Borrowers shall pay all reasonable
out-of-pocket costs and expenses of the Lender Group (including, without
limitation, the reasonable fees and charges of counsel to any member of the
Lender Group) in connection with this Amendment.

                  10. MISCELLANEOUS. (a) This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart
of this Amendment by telefacsimile shall be equally as effective as delivery of
an original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

                      (b) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

                      (c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York except to the extent governed
by the Bankruptcy Code.

                  11. THE BORROWERS, LENDERS AND THE AGENT EACH HEREBY
IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE LENDER GROUP IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

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                                       6
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.


                            FRONTSTEP, INC.
                            an Ohio corporation


                            By:    /s/ Daniel P. Buettin
                                ----------------------------------------------
                                Name:   Daniel P. Buettin
                                Title:  Vice President and Chief Financial
                                        Officer

                            FRONTSTEP SOLUTIONS GROUP, INC.
                            an Ohio corporation


                            By:   /s/ Daniel P. Buettin
                                ---------------------------------------------
                                Name:   Daniel P. Buettin
                                Title:  Vice President and Chief Financial
                                        Officer

                            FRONTSTEP CANADA, INC.
                            an Ontario corporation


                            By:   /s/ Daniel P. Buettin
                                -------------------------------------------
                                Name:   Daniel P. Buettin
                                Title:  Vice President and Chief Financial
                                        Officer

                            FOOTHILL CAPITAL CORPORATION,
                            a California corporation, as Agent and as a Lender


                            By:   /s/ Trent A. Smart
                                ---------------------------------------------
                                Name:   Trent A. Smart
                                Title:  Vice President





                                       7

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