THIRD AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT
THIS THIRD AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
"Amendment") is made as of the 4th day of June, 1997, by and among
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION ("Company"), SCT SOFTWARE &
RESOURCES MANAGEMENT CORPORATION ("Borrowing Subsidiary") (collectively,
"Borrowers" and individually a "Borrower") and MELLON BANK, N.A.
("Bank").
BACKGROUND
A. By a Credit Agreement dated June 20, 1994, as amended by
Amendment and Modification to Credit Agreement dated April 8, 1997, and
by a Second Amendment and Modification to Credit Agreement dated April
8, 1997 by and among Bank and Borrowers (collectively, the "Credit
Agreement"), each Bank agreed, inter alia, to (i) extend to Borrowers a
revolving credit facility in the principal amount of up to Thirty
Million Dollars ($30,000,000.00) (the "Revolving Credit"), as further
evidenced by that certain Amended and Restated Promissory Note dated
April 8, 1997 payable to Bank in the original principal amount of Thirty
Million Dollars ($30,000,000.00) (the "A&R Note"); and (ii) make
available a temporary increase in the Revolving Credit of Five Million
Dollars ($5,000,000.00) to a total of Thirty-Five Million Dollars
($35,000,000.00), as further evidenced by that certain Note dated April
8, 1997 payable to Bank in the original principal amount of Five Million
Dollars ($5,000,000.00) (the "Increase Note").
B. Borrowers have requested that Bank terminate the temporary
increase, which Bank is willing to do on the terms set forth herein.
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:
1. CAPITALIZED TERMS. Capitalized terms not otherwise defined
herein will have the meanings set forth therefor in the Credit
Agreement.
2. TEMPORARY INCREASE.
(a) Section 2.01(a)(1) of the Credit Agreement is hereby
deleted and not replaced.
(b) The Increase Note shall be marked "canceled" or "void".
(c) Commencing on the date hereof, the commitment fee
required under Section 2.01(d) of the Credit Agreement shall be
calculated as if the Temporary Increase had expired, i.e., the
commitment fee shall be calculated on 5/16 of 1% per annum of the unused
portion of the $30,000,000.00 then available under the Revolving
Commitment, subject to an increase to 3/8 of 1% per annum upon the
occurrence of an Event of Default.
3. FURTHER ASSURANCES. Each Borrower covenants and agrees to
execute and deliver to Bank or to cause to be executed and delivered at
the sole cost and expense of Borrowers, from time to time, any and all
other documents, agreements, statements, certificates and information as
Bank shall reasonably request to evidence or effect the terms hereof,
the Credit Agreement, as amended, or any of the other Loan Documents.
4. FURTHER AGREEMENTS AND REPRESENTATIONS. Each Borrower does
hereby:
(a) ratify, confirm and acknowledge that the Credit
Agreement, as amended, and the other Loan Documents continue to be and
are valid, binding and in full force and effect;
(b) acknowledge and agree that such Borrower has no defense,
set-off, counterclaim or challenge against the payment of any sums owing
under Loan Documents, the enforcement of any of the terms of the Credit
Agreement, as amended, or the other Loan Documents; and
(c) acknowledge and agree that nothing contained herein and
no actions taken pursuant to the terms hereof is intended to constitute
a novation of the Credit Agreement or any of the other Loan Documents,
and does not constitute a release, termination or waiver of any of the
guarantees, rights or remedies granted to the Bank therein, which
guarantees, rights and remedies are hereby ratified, confirmed, extended
and continued as security for the obligations of Borrowers to Bank under
the Credit Agreement and the other Loan Documents, including, without
limitation, this Amendment.
5. COSTS AND EXPENSES. Borrowers shall pay to Bank all costs and
expenses incurred by Bank in connection with the review, preparation and
negotiation of this Amendment and all documents in connection therewith,
including, without limitation, all of Bank's attorneys' fees and costs.
6. INCONSISTENCIES. To the extent of any inconsistency between
the terms, conditions and provisions of this Amendment and the terms,
conditions and provisions of the Credit Agreement or the other Loan
Documents, the terms, conditions and provisions of this Amendment shall
prevail. All terms, conditions and provisions of the Credit Agreement
and the other Loan Documents not inconsistent herewith shall remain in
full force and effect and are hereby ratified and confirmed by
Borrowers.
7. CONSTRUCTION. All references to the Credit Agreement therein
or in any other Loan Documents shall be deemed to be a reference to the
Credit Agreement as amended hereby.
8. NO WAIVER. Nothing contained herein and no actions taken
pursuant to the terms hereof are intended to nor shall they constitute a
waiver by the Bank of any rights or remedies available to Bank at law or
in equity or as provided in the Credit Agreement or the other Loan
Documents. Nothing contained herein constitutes an agreement or
obligation by Bank to grant any further increases in the Revolving
Commitment.
9. BINDING EFFECT. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
10. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.
11. HEADINGS. The headings of the sections of this Amendment are
inserted for convenience only and shall not be deemed to constitute a
part of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, Senior Vice President
[CORPORATE SEAL]
SCT SOFTWARE & RESOURCE MANAGEMENT
CORPORATION
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, Senior Vice President
[CORPORATE SEAL]
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, First Vice President
ACKNOWLEDGMENT AND CONSENT
The undersigned Guarantors hereby acknowledge and consent to the
foregoing Amendment and agree that the foregoing Amendment shall not
constitute a release or waiver of any of the obligations of the
undersigned to the Bank under the terms of their respective Subsidiary
Guaranty Agreements dated June 20, 1994, all of which are hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed this Acknowledgment and Consent, effective as of
the date of the foregoing Agreement.
SCT UTILITY SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
SCT GOVERNMENT SYSTEMS, INC.
(formerly known as "SCT Public Sector, Inc.")
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
SCT FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
SCT INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
SCT PROPERTY, INC.
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
