COMPUWARE CORPORATION. By: Petex Xxxxxxxx, Xx. ----------------------------------- Its: Chairman and CEO -----------------------------------
COMPUWARE CORPORATION. By: Thomxx Xxxxxxxx, Xx. -----------------------------------
COMPUWARE CORPORATION. By: /s/ Phylxxx Xxxxx --------------------------------- Date: June 23, 1999 ------------------------------- DATA PROCESSING RESOURCES CORPORATION By: /s/ Mary Xxxxx Xxxxxx --------------------------------- Date: June 23, 1999 ------------------------------- DAVIX X. XXXXXXX /s/ Davix X. Xxxxxxx ------------------------------------ Davix X. Xxxxxxx Date: June 23, 1999 -------------------------------
COMPUWARE CORPORATION. By ----------------------------- Name: Title: Exhibit B-2 FORM OF SWINGLINE NOTE $________________ New York, New York [Date] FOR VALUE RECEIVED, COMPUWARE CORPORATION, a Michigan corporation (the "Borrower"), hereby promises to pay to COMERICA BANK or its registered assigns (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of Comerica Bank (the "Administrative Agent") located at 500 Xxxxxxxx Xxxxxx, Detroit, Michigan 48226 on the Swingline Expiry Date (as defined in the Credit Agreement referred to below) the principal sum of _____________ DOLLARS ($_________) or, if less, the unpaid principal amount of all Swingline Loans (as defined in the Credit Agreement) made by the Lender pursuant to the Credit Agreement. The Borrower promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at the rates and at the times provided in Section 1.08 of the Credit Agreement. This Note is the Swingline Note referred to in the Credit Agreement, dated as of August 3, 1999, among the Borrower, the lenders from time to time party thereto (including the Lender), the Administrative Agent, and Morgxx Xxxnxxx Xxxior Funding, Inc., as Lead Arranger, Syndication Agent and Book Manager (as amended, modified or supplemented from time to time, the "Credit Agreement") and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). This Note is entitled to the benefits of the Subsidiaries Guaranty (as defined in the Credit Agreement). This Note is subject to voluntary prepayment and mandatory repayment prior to the Swingline Expiry Date, in whole or in part, as provided in the Credit Agreement. In case an Event of Default (as defined in the Credit Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
COMPUWARE CORPORATION. By: John X. Xxxxxxx --------------------------- Its: Executive Vice President --------------------------
COMPUWARE CORPORATION. By: John X. Xxxxxxx ------------------------ Its: Executive Vice President ------------------------ Phylxxx Xxxxx ----------------------------- Phylxxx Xxxxx, Xxecutive This Exhibit B is effective April 1, 1995. It may be amended from time to time by an Exhibit B in similar form bearing a later effective date and the signatures of Company and Executive. Executive: Phylxxx Xxxxx Xxnual Salary: $180,000 Vacation: Standard Termination Date: March 31, 1998 Salary Continuation:
COMPUWARE CORPORATION. By: JOHN X.
COMPUWARE CORPORATION by: /s/ Xxxxx Xxxxxxxx, Jr. -------------------------------------- Name: Xxxxx Xxxxxxxx, Jr. Title: Chairman/CEO
COMPUWARE CORPORATION. By: ------------------------------------ Its: ----------------------------------- EXHIBIT D FORM OF REQUEST FOR SWING LINE ADVANCE No. ____________ Dated:_____________ TO: Comerica Bank ("Swing Line Lender") RE: Compuware Corporation Revolving Credit Agreement dated as of the 1st day of November, 2007 (as amended, restated or otherwise modified from time to time, the "Credit Agreement"), by and among the financial institutions from time to time signatory thereto (individually a "Lender," and any and all such financial institutions collectively the "Lenders"), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the "Agent") and Compuware Corporation ("Borrower"). Pursuant to the terms and conditions of the Credit Agreement, Borrower hereby requests an Advance from the Swing Line Lender, as described herein:
COMPUWARE CORPORATION. By: ------------------------------------ Its: ----------------------------------- EXHIBIT E FORM OF NOTICE OF LETTER OF CREDIT PARTICIPATION TO: Lenders RE: Issuance of Letter of Credit pursuant to Article 3 of the Compuware Corporation Revolving Credit Agreement dated as of the 1st day of November, 2007 (as amended, restated or otherwise modified from time to time, the "Credit Agreement") by and among the financial institutions from time to time signatory thereto (individually a "Lender," and any and all such financial institutions collectively the "Lenders"), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the "Agent") and Compuware Corporation ("Borrower").
