EXHIBIT 10.20
Greyrock
Business
Credit
A NationsBank Company
SECOND AMENDMENT TO LOAN DOCUMENTS
BORROWER: TSW INTERNATIONAL, INC.
ADDRESS: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
DATE: APRIL 3, 1997
THIS AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered into
between GREYROCK BUSINESS CREDIT, a division of NationsBank Commercial
Corporation ("GBC"), whose address is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the Borrower named above ("Borrower").
The Parties agree to amend and supplement the Loan and Security
Agreement between them, dated November 17, 1995 and amended on August 1, 1996
(as amended the "Loan Agreement"), effective as of the date set forth above, as
follows. (This Amendment, the Loan Agreement, any prior written amendments to
said agreements signed by GBC and the Borrower, and all other written documents
and agreements between GBC and the Borrower are referred to herein collectively
as the "Loan Documents." Capitalized terms used but not defined in this
Amendment shall have the meanings set forth in the Loan Agreement.)
1. AMENDMENT TO CREDIT LIMIT. Provided that (i) Borrower executes and
delivers the documents and instruments listed below, (ii) GBC has received, in
form and substance satisfactory to it, results of such lien searches as it shall
request, and evidence of all filings and other actions as it shall require to
perfect and continue perfected its first priority security interest in the
Collateral (as defined below), (iii) Borrower has paid the line increase fee
referred to below, and (iv) no Default or Event of Default has occurred or is
continuing (after and giving effect to the amendments contemplated hereby),
Section 1 ("Credit Limit") of the Schedule to the Loan Agreement is amended and
restated in its entirety to read as follows:
(Section 1.1): An amount not to exceed the lesser of (1) and (2) below:
(1) $20,000,000 at any one time outstanding; and
(2) an amount equal to the sum of the following (without
duplication):
(i) an amount equal to 80% of Borrower's Eligible
Receivables (as defined in Section 8 above):
plus
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GREYROCK BUSINESS CREDIT AMENDMENT TO LOAN DOCUMENTS
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(ii) the amount from time to time outstanding under the
Term Note (as defined below): plus
(iii) if requested by Borrower, and if deemed eligible
for borrowing by GBC in its sole judgment, an
amount not to exceed the lesser of (A) $9,000,000
at any one time outstanding and (B) an amount equal
to 60% of Unbilled Receivables (as defined below)
of the Borrower; plus
(iv) an amount not to exceed the lesser of (A)
$1,000,000 at any one time outstanding and (B) an
amount equal to (1) 60% of Eligible Receivables of
the UK Sub (as defined below), and (2) if requested
by Borrower, and if deemed eligible for borrowing
by GBC in its sole judgment, 45% of Unbilled
Receivables of the UK Sub; plus
(v) an amount not to exceed the lesser of (A)
$1,000,000 at any one time outstanding and (B) an
amount equal to 60% of Eligible Receivables of the
Australian Sub (as defined below).
The availability of any Loans under the amended Credit Limit set forth
above shall be subject to the condition precedent that GBC shall have received
each of the following, in form and substance satisfactory to GBC and its
counsel:
(i) a certificate of the Secretary or other appropriate officer of the
Borrower certifying (A) the resolutions and other actions taken or adopted by
the Borrower authorizing the execution, delivery and performance of this
Amendment, and (B) the incumbency, authority and signatures of each officer of
the Borrower authorized to execute and deliver this Amendment and act with
respect thereto;
(ii) the UK Consent (as defined below), in form and substance attached
hereto, duly executed by the UK Sub;
(iii) the Australian Consent (as defined below), in form and substance
attached hereto, duly executed by the Australian Sub; and
(iv) the shareholder consent, in form and substance attached hereto,
duly executed by Warburg, ▇▇▇▇▇▇ & Co.
As used herein, the following terms have the following meanings:
"AUSTRALIAN CONSENT" means the Consent to Amendment of the Australian
Sub in favor of GBC, in form and substance satisfactory to GBC.
"AUSTRALIAN SUB" means TSW International Pty Ltd.
"TERM NOTE" means the Secured Promissory Note, in favor of GBC, in the
original principal amount of $2,000,000, dated August 1, 1996.
"UK CONSENT" means the Consent to Amendment executed by the UK Sub in
favor of GBC, in form and substance satisfactory to GBC.
"UK SUB" means TSW International Ltd.
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GREYROCK BUSINESS CREDIT AMENDMENT TO LOAN DOCUMENTS
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"UNBILLED RECEIVABLES" means Receivables with respect to which the
invoice and other necessary billing documentation have not been submitted to the
applicable Account Debtor in connection with a completed (or contracted) sale of
goods, rendition of services or licensing of software but which otherwise
qualify as Eligible Receivables for purposes of the Loan Agreement.
2. LINE INCREASE FEE. In connection with this Amendment, Borrower agrees
to pay a line increase fee of $50,000 due simultaneously herewith.
3. AMENDMENT OF SCHEDULE TO LOAN AGREEMENT. Section 4 of the Schedule to
the Loan Agreement is amended by deleting "November 30, 1996" and inserting
"March 31, 1998" in its place.
4. REPRESENTATIONS TRUE. To induce GBC to enter into this Amendment, the
Borrower hereby confirms and restates, as of the date hereof, the
representations and warranties made by it in Section 3 of the Loan Agreement.
For the purposes of this Section 4 each reference in Section 3 of the Loan
Agreement to "this Agreement," and the words "hereof," "herein," "hereunder," or
works of like import in such Section, shall mean and be a reference to the Loan
Agreement as amended by this Amendment.
5. GENERAL PROVISIONS. GBC's execution and delivery of, or acceptance
of, this Amendment and any other documents and instruments in connection
herewith shall not be deemed to create a course of dealing or otherwise create
any express or implied duty by it to provide any other or further amendments,
consents or waivers in the future. This Amendment, the Loan Agreement, and the
other Loan Documents set forth in full all of the representations and agreements
of the parties with respect to the subject matter hereof and supercede all prior
discussions, representations, agreements and understandings between the
parties with respect to the subject hereof. Except as herein expressly amended
and supplemented, all of the terms and provisions of the Loan Agreement and the
other Loan Documents shall continue in full force and effect and the same are
hereby ratified and confirmed. This Amendment forms part of the Loan Agreement
and the terms of the loan Agreement are incorporated herein by reference.
BORROWER: GBC:
TSW INTERNATIONAL, INC. GREYROCK BUSINESS CREDIT,
A DIVISION OF NATIONSCREDIT
COMMERCIAL CORPORATION
BY /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ BY /s/ [Illegible]
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PRESIDENT OR VICE PRESIDENT TITLE
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BY /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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SECRETARY OR ASS'T SECRETARY
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