Exhibit 10.15
SECOND AMENDMENT
TO
REVOLVING CREDIT AGREEMENT (UNGUARANTEED)
Second Amendment dated as of May 24, 1999 to Revolving Credit Agreement
(the "Second Amendment"), by and among APPNET SYSTEMS, INC., a Delaware
corporation (the "Borrower"), BANKBOSTON, N.A. and the other lending
institutions listed on SCHEDULE 1 to the Credit Agreement (as hereinafter
defined) (the "Banks"), amending certain provisions of the Revolving Credit
Agreement dated as of January 8, 1999 (as amended and in effect from time to
time, the "Credit Agreement") by and among the Borrower, the Banks, BankBoston,
N.A. as agent for the Banks (the "Agent") and Antares Capital Corporation as
co-agent for the Banks. Terms not otherwise defined herein which are defined in
the Credit Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Borrower and the Banks have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this Second
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. AMENDMENT TO SECTION 1.1 OF THE CREDIT AGREEMENT. Section
1.1 of the Credit Agreement is hereby amended as follows:
(a) The definition of "Consolidated Quick Assets" contained in ss.1.1
of the Credit Agreement is hereby amended by deleting such definition in its
entirety and restating it as follows:
CONSOLIDATED QUICK ASSETS. All cash and Accounts Receivables
(including, without duplication, the unbilled portion of Accounts
Receivable for services rendered in the ordinary course of business) of
the Borrower and its Subsidiaries on a consolidated basis that, in
accordance with generally accepted accounting principles, are properly
classified as current assets, PROVIDED that Accounts Receivable shall
be included only if good and collectible as determined by the Borrower
in accordance with established practice consistently applied and, with
respect to such Accounts Receivable, only if (a) payable and
outstanding not more than ninety (90) days after the date of the
invoices for services rendered or other transaction out of which any
such Account Receivable arose or (b) if payable and outstanding more
than ninety (90) such days, only 75% of the aggregate value of such
Accounts Receivable, and, to the extent the aggregate amount of such
Accounts Receivable is in excess of $500,000, only 50% of the aggregate
value of those Accounts Receivable which exceed $500,000; and such
Accounts Receivable shall be taken at their face value.
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(b) The definition of "Consolidated Current Liabilities" contained
in Section 1.1 of the Credit Agreement is hereby amended by inserting
immediately after the words "PROVIDED, HOWEVER," the words "any nonrecurring
one-time liabilities relating to any acquisitions permitted hereunder which
are required to be capitalized shall not be included as a Consolidated
Current Liability and"
Section 2. AMENDMENT TO SECTION 10 OF THE CREDIT AGREEMENT. Section
10.5 of the Credit Agreement is hereby amended by deleting the words "less than
1.75:1.00 at any time" which appear in ss.10.5 and substituting in place thereof
the words "less than (a) 1.75:1.00 at any time from the Closing Date through the
fiscal quarter ended December 31, 1998; (b) 1.70:1.00 at any time during the
fiscal quarter ended March 31, 1999; and (c) 1.75 at any time thereafter"
Section 3. AMENDMENT TO SECTION 13 OF THE CREDIT AGREEMENT. Section
13.1 of the Credit Agreement is hereby amended by deleting Section 13.1(p) in
its entirety and restating it as follows:
(p) the Borrower shall at any time, legally or beneficially
own less than 100% of the capital stock of each Subsidiary (other than
AppNet Commerce Services, Inc.), or (i) prior to the IPO, the Investors
shall at any time, legally or beneficially own less than fifty one
percent (51%) of the capital stock of the Borrower, as adjusted
pursuant to any stock split, stock dividend or recapitalization or
reclassification of the capital of the Borrower and (ii) subsequent to
the IPO, any person or group of persons (within the meaning of Section
13 or 14 of the Securities Exchange Act of 1934, as amended) other than
the Investors shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under said Act) of thirty percent (30%) or more of the
common stock of the Borrower (as determined on a fully diluted basis),
or during any period of twelve consecutive calendar months, individuals
who were directors (the "Incumbent Board") of the Borrower on the first
day of such period shall cease to constitute a majority of the board of
directors of the Borrower, PROVIDED, HOWEVER, that if the election or
nomination for election by the Borrower's common stockholders of any
new director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of this Credit
Agreement, be considered as a member of the Incumbent Board;
Section 4. CONDITIONS TO EFFECTIVENESS. This Second Amendment shall not
become effective until the Agent receives a counterpart of this Second
Amendment, executed by the Borrower, each Subsidiary and the Banks
Section 5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents that, on and as of the date hereof, each of the representations
and warranties made by it in Section 7 of the Credit Agreement remain true as
of the date hereof (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),
PROVIDED, that all references therein to the Credit Agreement shall refer to
such Credit Agreement as amended hereby. In addition, the Borrower hereby
represents and warrants that the execution and delivery by the Borrower and
its Subsidiaries of
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this Second Amendment and the performance by the Borrower and its Subsidiaries
of all of its agreements and obligations under the Credit Agreement and the
other Loan Documents as amended hereby are within the corporate authority of
each of the Borrower and its Subsidiaries and has been duly authorized by all
necessary corporate action on the part of the Borrower and its Subsidiaries.
Section 6. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Second Amendment shall be read and construed as a
single agreement. All references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.
Section 7. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Agent or the Banks consequent thereon.
Section 8. COUNTERPARTS. This Second Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
Section 9. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.
APPNET SYSTEMS, INC.
By: /s/ Xxx X. Xxxxx
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Title: President and Chief Executive Officer
BANKBOSTON, N.A.
By: /s/ Xxx X. Massimo
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Xxx X. Massimo, Director
ANTARES CAPITAL CORPORATION
By: /s/
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Title:
