EXHIBIT 10.2
AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT, dated as of September ___, 2004 (this
"Amendment"), is between COVANSYS CORPORATION, a Michigan corporation (the
"Borrower"), the lender set forth on the signature pages hereof (the "Lender")
and BANK ONE, NA, a national banking association with its main office in
Chicago, Illinois, as agent for the Lender (in such capacity, the "Agent").
RECITALS
A. The Borrower, the Agent and the Lender are parties to a Credit
Agreement, dated as of September 7, 2004 (as now and hereafter amended, the
"Credit Agreement").
B. The Borrower desires to amend the Credit Agreement and the Agent and
the Lender are willing to do so strictly in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS TO CREDIT AGREEMENT
Upon fulfillment of the conditions set forth in Article 3 hereof, the
Credit Agreement shall be amended as follows:
1.1 The definition of "Change of Control" in Article I of the Credit
Agreement shall be amended and restated in its entirety to read as follows:
"Change in Control" means (i) the acquisition by any Person,
or two or more Persons acting in concert, of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 20% or more
of the outstanding shares of voting stock of the Borrower or (ii)
for so long as any Subordinated Indebtedness shall remain
outstanding under the Subordinated Notes, any "Change of Control" as
defined in the Subordinated Notes; provided, however, the transfers
of ownership in connection with Recapitalization Transaction shall
not be considered a "Change of Control".
1.2 Article I of the Credit Agreement shall be amended by deleting the
reference in the definition of "Facility Termination Date" to "September 7,
2006" and inserting "December 28, 2005" in place thereof.
1.3 Article VII of the Credit Agreement shall be amended to add a new
Section 7.16 at the end thereof to read as follows:
7.16 Any "Event of Default" (as defined in the Subordinated
Notes) shall occur under any of the Subordinated Notes.
ARTICLE 2.
REPRESENTATIONS
The Borrower represents and warrants to the Agent and the Lender that:
2.1 The execution, delivery and performance of this Amendment is within
its powers, has been duly authorized and is not in contravention with any law,
of the terms of its Articles of Incorporation or By-laws, or any undertaking to
which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation of the
Borrower enforceable against it in accordance with the terms hereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article V of the Credit Agreement
are true on and as of the date hereof with the same force and effect as if made
on and as of the date hereof.
2.4 No Default or Unmatured Default exists or has occurred and is
continuing on the date hereof.
ARTICLE 3.
CONDITIONS OF EFFECTIVENESS
This Amendment shall not become effectiveness until each of the following
has been satisfied:
3.1 This Amendment shall be signed by the Borrower, the Lender and the
Agent.
ARTICLE 4.
MISCELLANEOUS
4.1 References in the Credit Agreement, the Note, or in any certificate,
instrument or other document to the "Credit Agreement" or the "Note" shall be
deemed to be references to the Credit Agreement or the Note, as the case may be,
as amended hereby and as further amended from time to time.
4.2 The Borrower agrees to pay and to save the Agent harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Agent in connection with
preparing this Amendment and the related documents.
4.3 The Borrower acknowledges and agrees that the Agent and the Lender
have fully performed all of their obligations under all documents executed in
connection with the Credit Agreement and all actions taken by the Agent and the
Lender are reasonable and appropriate under the circumstances and within its
rights under the Credit Agreement and all other documents executed in connection
therewith and otherwise available. The Borrower represents and warrants that it
is not aware of any claims or causes of action against the Agent, the Lender,
any participant lender or any of their successors or assigns.
4.4 Except as expressly amended hereby, the Borrower agrees that the
Credit Agreement, the Note and all other documents and agreements executed by
the Borrower in connection with the Credit Agreement in favor of the Agent and
the Lender are ratified and confirmed and shall remain in full force
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and effect and that it has no set off, counterclaim or defense with respect to
any of the foregoing. Terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement.
4.5 This Amendment may be signed upon any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of September __, 2004.
COVANSYS CORPORATION
By:________________________________________
Its:_____________________________________
BANK ONE, NA, as Agent and as Lender
By:________________________________________
Its:_____________________________________
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