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EXHIBIT 10 (s)
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COMPUTER TASK GROUP, INCORPORATED
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FIRST AMENDMENT
TO
CREDIT AGREEMENT
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This Amendment to Credit Agreement (the "First Amendment") is made as
of the 11th day of August 2000 by and among Computer Task Group, Incorporated, a
Delaware corporation having its principal office and place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Borrower"), the banks listed on
the signature pages hereto (individually, a "Bank" and collectively, the
"Banks"), and The Chase Manhattan Bank, as administrative agent (in such
capacity, the "Agent") for the Banks under a Credit Agreement dated as of August
24, 1999 among the Borrower, the Banks and the Agent, (the "Credit Agreement").
WITNESSETH:
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, it is agreed as follows:
1. Definitions. Capitalized terms used herein without
definition have the meanings given to such terms in the Credit Agreement.
2. Amendments. Upon fulfillment of the conditions set
forth in Section 3 hereof, the Credit Agreement shall be amended as follows:
2.1 Section 1.01 of the Credit Agreement
shall be amended by amending the definition of "Applicable Rate" to read in full
as follows:
"Applicable Rate" means, for any day, with respect to any ABR Loan,
Eurocurrency Loan or Eurodollar Revolving Loan, or with respect to the facility
fees payable hereunder, as the case may be, the applicable rate per annum set
forth below under the caption "ABR Spread", "Eurocurrency Spread", "Eurodollar
Spread" or "Facility Fee Rate", as the case may be, set forth in the chart below
which corresponds to the range of ratios in which the Borrower's Total Funded
Debt to Consolidated EBITDA Ratio as at the end of the preceding Fiscal Quarter
falls:
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Total Funded Debt to Consolidated ABR LIBOR Eurocurrency Facility Fee
EBITDA Ratio Spread Spread Spread Rate
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Equal to or Less than 0.75 to 1.0 0.0% 0.325% 0.325% 0.100%
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Greater than 0.75 to 1.0 but equal to 0.0% 0.460% 0.460% 0.125%
or less than 1.50 to 1.0
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Greater than 1.50 to 1.0 but equal to 0.0% 0.600% 0.600% 0.150%
or less than 2.25 to 1.0
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Greater than 2.25 to 1.0 0.0% 1.25% 1.25% 0.300%
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For purposes of the foregoing, all adjustments under this definition
shall be determined as of the first day of the Fiscal Quarter following the date
the Borrower's financial statements and Compliance Certificate are required to
be delivered pursuant to items (a), (b) and (c) of Section 5.01. Anything here 1
inabove to the contrary notwithstanding, from the date hereof until the last day
of any Fiscal Quarter on which the Borrower shall have both (i) a ratio,
measured on a rolling four Fiscal Quarter basis, of Consolidated EBITDA to
Consolidated Interest Expense to equal to or greater than 5.0: 1.0 and (ii) a
Total Funded Debt to Consolidated EBITDA Ratio to equal to or less than 2.5 to
1.0, the "Eurocurrency Spread" and "Eurodollar Spread" set forth in the above
chart shall be 1.75% and the "Facility Fee" in the above chart shall be 0.500%.
2.2 Section 1. 0 1 of the Credit Agreement
shall be amended by amending the definition of "Commitment" to read in full as
follows:
"COMMITMENT" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.09
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's
Commitment is set forth on Schedule 2.0 1, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Lenders' Commitments is $ 100,000,000:
provided, however, other than for purposes of Section 2.12(a), from the date
hereof until the last day of any Fiscal Quarter on which the Borrower shall have
both (i) a ratio, measured on a rolling four Fiscal Quarter basis, of
Consolidated EBITDA to Consolidated Interest Expense to equal to or greater than
5.0: 1.0 and (ii) a Total Funded Debt to Consolidated EBITDA Ratio to equal to
or less than 2.5 to 1.0, the initial aggregate amount of the Lender's
Commitment, is $50,000,000 and each Lender's Commitment shall be $ 10,000,000.
2.3 Section 6. 10 (a) and (b) of the Credit
Agreement shall be amended to read in full as follows:
SECTION 6. 10. FINANCIAL COVENANTS.
(a) INTEREST COVERAGE. As of the last day of each Fiscal
Quarter, the Borrower shall not permit its ratio, measured on a rolling
four Fiscal Quarter basis, of Consolidated EBITDA to Consolidated
Interest Expense to be less than 2. 10 to 1.0 prior to January 1, 2001
and 5.0 to 1.0 thereafter.
(b) TOTAL FUNDED DEBT TO CONSOLIDATED EBITDA RATIO. As of the
last day of each Fiscal Quarter, the Borrower shall not pen-nit its
Total Funded Debt to Consolidated EBITDA Ratio to exceed 5.75 to 1.0
prior to January 1, 2001 and 2.5 to 1.0 thereafter.
3. Conditions of Effectiveness. This First Amendment
shall not become effective until each of the following has been satisfied:
3.1 Copies of resolutions adopted by the
board of directors of the Borrower, certified by the Secretary of the Borrower,
as being true and correct and in full force and effect without amendment as of
the date hereof, authorizing the Borrower to enter into this First Amendment
shall have been delivered to the Agent and the Banks.
3.2 This First Amendment shall have been
executed by the Borrower, the Banks and the Agent.
3.3 The Borrower shall have paid to the
Agent for the account of the Banks, which approve this amendment on or before
August 4, 2000, an amendment fee of $25,000.
4. Representations. The Borrower represents and
warrants to the Agent and the Banks that:
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4.1 The execution, delivery and performance
of this First Amendment are within its powers, have been duly authorized and are
not in contravention of any law, of the terms of its certificate of
incorporation or by-laws or any material undertaking to which it is a party or
by which it is bound.
4.2 This First Amendment is the legal, valid
and binding obligation of the Borrower enforceable against it in accordance with
its terms.
4.3 Except to the extent of changes which
individually and in the aggregate are not material to the Borrower and its
Subsidiaries taken as a whole, after giving effect to the amendments contained
herein, the representations and warranties contained in Article III 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, provided, however, that the
representations and warranties contained in Section 3.04 shall be deemed to have
been made with respect to the financial statements most recently delivered
pursuant to Section 5. 1.
4.4 No Event of Default and no event which
with notice or lapse of time or both would become an Event of Default has
occurred or is continuing, except for any Events of Default that have been
waived.
5. Expenses. As provided in the Credit Agreement, but
without limiting any terms or provisions thereof, the Borrower shall pay on
demand all reasonable costs and expenses incurred by the Agent in connection
with the preparation, negotiation and execution of this Amendment, including
without limitation the reasonable costs and expenses of the Agent's legal
counsel, regardless of whether this Amendment becomes effective in accordance
with the terms hereof.
6. Miscellaneous. Except as expressly amended hereby,
the Borrower agrees that the Credit Agreement and the other Borrower's Loan
Documents and all other documents and agreements executed by the Borrower in
connection with the Credit Agreement in favor of the Agent or the Banks are
ratified and confirmed and shall remain in full force and effect, and it has no
set-off, counterclaim or defense with respect to any of the foregoing.
7. Counterparts. This First Amendment may be executed
in one or more Counterparts, each of which shall be deemed an original. Said
counterparts shall constitute one and the same instrument and shall be binding
upon each of the parties to this First Amendment as fully and completely as if
all had signed the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their duly authorized officers as of the date first above
written.
Borrower:
COMPUTER TASK GROUP, INCORPORATED.
By: Xxxxx X. Xxxxx
Vice President and Chief Financial Officer
Agent:
THE CHASE MANHATTAN BANK
By: Xxxx X. Xxxxx
Vice President
Address: 0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Banks:
THE CHASE MANHATTAN BANK
By: Xxxx X. Xxxxx
Vice President
Address: 0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
FLEET NATIONAL BANK
By: Xxxxxx Xxx
Vice President
Address: Corporate Banking West 9" Floor
00 Xxxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attn: Corporate Banking Group
KEY BANK NATIONAL ASSOCIATION
By: Xxxx X. Xxxxxxxxx
Assistant Vice President
Address: Corporate Banking Dept. 5" Floor
Key Center
00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
MANUFACTURERS AND TRADERS TRUST COMPANY
By: Xxxxxx X. Xxxxxxx
Vice President
Address: Xxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
HSBC BANK USA
By: Xxx Xxxxx
Vice President
Address: Corporate Banking Dept 00xx Xxxxx
Xxx XXXX Xxxxxx
Xxxxxxx, XX 00000
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