FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of August 31, 2006 (this
“Amendment”) by and among THE BISYS GROUP, INC., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions from time to time party
hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the
Lenders (the “Administrative Agent”).
WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are parties to
that certain Credit Agreement dated as of January 3, 2006 (the “Credit Agreement”);
WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent desire to amend
the Credit Agreement in certain respects on the terms and conditions contained herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1. Amendments to Credit Agreement.
(a) The Credit Agreement is hereby amended by deleting the definition of “Applicable Margin”
appearing in Section 1.1 thereof in its entirety and substituting in lieu thereof the following:
“Applicable Margin” means: (i) with respect to ABR Revolving Borrowings and ABR Term
Loan Borrowings, 0%, and (ii) with respect to Eurodollar Revolving Borrowings, Eurodollar Term
Loan Borrowings, and fees payable under Section 3.3(b), 0.75%.
(b) The Credit Agreement is hereby amended by deleting the definition of “Maturity Date”
appearing in Section 1.1 thereof in its entirety and substituting in lieu thereof the following:
“Maturity Date” means June 30, 2007.
(c) The Credit Agreement is hereby amended by deleting the reference to “.25%” appearing in
the first sentence of Section 3.3(a) thereof and replacing such reference with the following:
“.15%”.
(d) The Credit Agreement is hereby amended by deleting the definition of “Revolving
Commitment” appearing in Section 1.1 thereof in its entirety and substituting in lieu thereof the
following:
“Revolving Commitment” means, with respect to each Lender having a Revolving
Commitment, the commitment of such Lender to make Revolving Loans and to acquire participations in
Letters of Credit in an aggregate outstanding amount not exceeding the amount
of such Lender’s Revolving Commitment as set forth on the signature page hereof, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its Revolving
Commitment, as applicable, as such Revolving Commitment may be adjusted from time to time pursuant
to the penultimate sentence hereof, pursuant to Section 2.7 or pursuant to assignments by or to
such Lender pursuant to Section 10.4. The initial aggregate amount of the Revolving Commitments on
the Agreement Date is $100,000,000. Notwithstanding the foregoing, the aggregate amount of the
Revolving Commitments shall automatically reduce to $75,000,000 on January 2, 2007, and shall
further automatically reduce to $50,000,000 on March 31, 2007. Each reduction in the aggregate
amount of the Revolving Commitments shall result in a pro rata reduction in the Revolving
Commitment of each Lender then having a Revolving Commitment.
Section 2. Delivery of FY 2006 Form 10-K. Notwithstanding anything in Section
6.1(a) of the Credit Agreement to the contrary, the Borrower shall have until November 15, 2006 to
deliver the information required to be delivered under Section 6.1(a) of the Credit Agreement with
respect to its fiscal year ending June 30, 2006. For avoidance of doubt, the Borrower’s failure to
deliver such information on or before November 15, 2006 shall constitute an Event of Default for
all purposes under the Credit Agreement and the other Loan Documents.
Section 3. Effectiveness of Amendment. The effectiveness of this Amendment is
subject to the truth and accuracy of the representations set forth in Section 4 below and receipt
by the Administrative Agent of each of the following, each of which shall be in form and substance
satisfactory to the Administrative Agent:
(a) Counterparts of this Amendment duly executed by the Borrower, each Subsidiary Guarantor,
the Administrative Agent and the Required Lenders;
(b) Such other documents, agreements, instruments, certificates or other confirmations as the
Administrative Agent may reasonably request.
Section 4. Representations of Borrower. The Borrower represents and warrants to the
Administrative Agent and the Lenders that:
(a) Corporate Power and Authority. The Borrower has the corporate power and authority
to execute, deliver and perform the terms and provisions of this Amendment, and has taken all
necessary corporate action to authorize the execution, delivery and performance by them of this
Amendment. The Borrower has duly executed and delivered this Amendment, and this Amendment
constitutes its legal, valid and binding obligation enforceable in accordance with its terms,
except to the extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights
and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(b) No Violation. Neither the execution, delivery or performance by the Borrower of
this Amendment and the Credit Agreement, as amended hereby, nor compliance by it with the terms and
provisions hereof and thereof, (i) will contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decree of any court or Governmental
Authority, (ii) will conflict with or result in any breach of any of the terms, covenants,
conditions
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or provisions of, or constitute a default under, or result in the creation or imposition
of (or the obligation to create or impose) any Lien upon any of the property or assets of the
Borrower pursuant to the terms of any material indenture, mortgage, deed of trust, credit agreement
or loan agreement, or any other material agreement, contract or instrument, to which the Borrower
is a party or by which it or any of its property or assets is bound or to which it may be subject
or (iii) will violate any provision of the certificate or articles of incorporation or by-laws (or
equivalent organizational documents) of the Borrower.
(c) Governmental Approvals. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except for those that have otherwise been
obtained or made on or prior to the date of the effectiveness of this Amendment and which remain in
full force and effect on such date) or exemption by, any Governmental Authority, is required to
authorize, or is required in connection with, (i) the execution, delivery and performance of this
Amendment by the Borrower or (ii) the legality, validity, binding effect or enforceability of this
Amendment, and the Credit Agreement, as amended hereby, against the Borrower.
(d) No Default. No Default or Event of Default now exists or will exist immediately
after giving effect to this Amendment.
(e) Reaffirmation of Representations. The Borrower hereby repeats and reaffirms all
representations and warranties made by it to the Administrative Agent and the Lenders in the Credit
Agreement and the other Loan Documents to which it is a party on and as of the date hereof (and
after giving effect to this Amendment) with the same force and effect as if such representations
and warranties were set forth in this Amendment in full (except to the extent of changes resulting
from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents
and changes occurring in the ordinary course of business that singly or in the aggregate are not
materially adverse, and to the extent that such representations and warranties relate expressly to
an earlier date).
Section 5. Amendment as a Loan Document. Each reference in the Credit Agreement or
in any of the other Loan Documents to “Loan Documents” shall be deemed to include a reference to
this Amendment, and this Amendment shall be a Loan Document for all purposes under the Loan
Documents.
Section 6. References to the Credit Agreement. Each reference to the Credit
Agreement in any of the Loan Documents (including the Credit Agreement) shall be deemed to be a
reference to the Credit Agreement, as amended by this Amendment.
Section 7. Benefits. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective permitted successors and assigns.
Section 8. Expenses. The Borrower agrees to reimburse the Lenders and the
Administrative Agent on demand for all reasonable costs and expenses (including, without
limitation, attorneys’ fees) incurred by such parties in negotiating, documenting and
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consummating this Amendment, the other documents referred to herein, and the transactions contemplated hereby
and thereby.
Section 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.
Section 10. Effect/No Novation. Except as expressly herein amended, the terms and
conditions of the Credit Agreement and the other Loan Documents shall remain in full force and
effect. Neither this Amendment nor any of the transactions contemplated hereby shall be deemed to
be a novation of any of the Obligations.
Section 11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns.
Section 12. Definitions. All capitalized terms not otherwise defined herein are used
herein with the respective definitions given them in the Credit Agreement.
[Signatures on Following Pages]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit
Agreement to be executed as of the date first above written.
| BORROWER: THE BISYS GROUP, INC. |
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| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Executive Vice President/General Counsel | |||
[Signatures Continued on Following Page]
[Signature Page to First Amendment to Credit Agreement
dated as of August 31, 2006 with THE BISYS GROUP, INC.]
dated as of August 31, 2006 with THE BISYS GROUP, INC.]
| ADMINISTRATIVE AGENT AND LENDERS: SUNTRUST BANK, Individually and as Administrative Agent |
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| By: | /s/ Xxxxxxx X’Xxxxx | |||
| Name: | Xxxxxxx X. X’Xxxxx | |||
| Title: | Director | |||
[Signatures Continued on Following Page]
[Signature Page to First Amendment to Credit Agreement
dated as of August 31, 2006 with THE BISYS GROUP, INC.]
dated as of August 31, 2006 with THE BISYS GROUP, INC.]
The following hereby execute this First Amendment to Credit Agreement to indicate their
consent thereto and agreement therewith and to acknowledge that the making of this First Amendment
to Credit Agreement shall not terminate, limit or otherwise adversely affect any of their
respective obligations to the Administrative Agent, the Issuing Bank and the Lenders under the Loan
Documents. Further, the following hereby reaffirm their respective continuing obligations as a
guarantor of the Guaranteed Obligations (as defined in the Guarantee Agreement) under the Guarantee
Agreement and their respective obligations under each of the other Loan Documents to which they are
a party.
| ASCENSUS INSURANCE SERVICES, INC. BISYS COMMERCIAL INSURANCE SERVICES, INC. BISYS FINANCING COMPANY BISYS FUND SERVICES OHIO, INC. BISYS INSURANCE SERVICE HOLDING CORP. BISYS INSURANCE SERVICES, INC. BISYS MANAGEMENT COMPANY BISYS PRIVATE EQUITY SERVICES, INC. BISYS RETIREMENT SERVICES, INC. |
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| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Executive Vice President | |||
[Signatures End]
