ELEVENTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT
THIS ELEVENTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
"Amendment") is made as of the 18th day of October, 2002, by and among SYSTEMS &
COMPUTER TECHNOLOGY CORPORATION ("Company"), SCT SOFTWARE & RESOURCE MANAGEMENT
CORPORATION (collectively, "Borrowers" and individually a "Borrower") and
CITIZENS BANK OF PENNSYLVANIA, successor to Mellon Bank, N.A. ("Bank").
BACKGROUND
A. By a Credit Agreement dated June 20, 1994 among Bank and Borrowers,
as amended by that certain Amendment and Modification to Credit Agreement dated
April 8, 1997, that certain Second Amendment and Modification to Credit
Agreement dated April 8, 1997, that certain Third Amendment and Modification to
Credit Agreement dated June 4, 1997, that certain Fourth Amendment and
Modification to Credit Agreement dated May 6, 1998, that certain Fifth Amendment
and Modification to Credit Agreement dated October 9, 1998, that certain Sixth
Amendment and Modification to Credit Agreement dated July 7, 2000, that certain
Seventh Amendment and Modification to Credit Agreement dated September 7, 2000,
that certain Eighth Amendment and Modification to Credit Agreement dated June
20, 2001, that certain Ninth Amendment and Modification to Credit Agreement
dated February 19, 2002 and that certain Tenth Amendment and Modification to
Credit Agreement dated May 30, 2002, 2002 (as the same may be further amended
from time to time, the "Credit Agreement"), Bank agreed, inter alia, to extend
to Borrowers a revolving credit facility in the principal amount of up to Thirty
Million Dollars ($30,000,000.00), 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).
B. Borrowers and Guarantors have requested that Bank consent to the
Acquisition (as defined below) and acknowledge and agree to certain other
matters as set forth herein.
C. Capitalized terms used herein and not otherwise defined shall have
the meanings provided for such terms in the Credit Agreement.
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:
1. PROPOSED TRANSACTION.
(a) Company, CPI Acquisition Company, Inc. and Campus Pipeline,
Inc. ("Campus") have entered into that certain Agreement and Plan of Merger
dated September 30, 2002 (the "Acquisition Agreement") pursuant to which Campus
will become a wholly owned subsidiary of Company (the "Acquisition").
(b) Borrowers have caused to be delivered to Bank a true and
complete copy of the Acquisition Agreement.
(c) Borrowers have requested that Bank consent to the Acquisition.
Bank is willing to provide such consent, subject to the terms and conditions of
this Amendment.
2. CONSENT TO ACQUISITION OF CAMPUS.
(a) Bank hereby consents to the Acquisition as described in the
Acquisition Agreement.
(b) The foregoing consent (i) is given solely in connection with
the Acquisition and does not constitute the consent or approval by Bank to any
other acquisition or similar transaction and (ii) shall not be deemed to be an
agreement, obligation or commitment by Bank to consent to any other transaction
which would be prohibited by the terms and conditions of the Credit Agreement or
any of the other Loan Documents.
3. SUBSIDIARY SCHEDULE. Schedule 5.01(a) of the Credit Agreement is
hereby deemed amended by adding "Campus Pipeline, Inc.*" to the list of
Subsidiaries identified thereon.
4. ADDITIONAL GUARANTY.
(a) Contemporaneously with the execution of this Amendment,
Company shall cause Campus to execute and deliver to Bank a Subsidiary Guaranty
Agreement, in form and content satisfactory to Bank (the "Guaranty").
(b) From and after the date hereof, Campus shall be a "Material
Subsidiary" and a "Guarantor" under the Credit Agreement and the other Loan
Documents and shall be bound by all the terms and conditions thereof. All
references to "Material Subsidiary" and to "Guarantor" in the Credit Agreement
and the other Loan Documents shall hereafter be deemed to include Campus.
5. ZION BANK INDEBTEDNESS. On or before October 31, 2002, Company shall
(a) cause all indebtedness of Campus to Zion Bank ("Zion") to be paid in full,
including without limitation, the indebtedness evidenced by that certain note
dated June 21, 2000 in the original principal amount of Three Million Dollars
($3,000,000.00) and (b) cause Zion to release all liens and security interests
held by Zion in and against any assets of Campus.
6. 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, the Guaranty and 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.
7. AMENDMENT/REFERENCES. The Credit Agreement and the other Loan
Documents are hereby amended to be consistent with the terms of this Amendment.
All references in the Credit Agreement and the other Loan Documents to (i) the
"Credit Agreement" shall mean the Credit Agreement as amended hereby; and (ii)
the "Loan Documents" shall include this Amendment and all other instruments or
agreements executed pursuant to or in connection with the terms hereof.
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8. FURTHER AGREEMENTS AND REPRESENTATIONS. Each Borrower does hereby:
(a) ratify, confirm and acknowledge that the statements contained
in the foregoing Background are true and complete and that, as amended hereby,
the Credit Agreement and the other Loan Documents are in full force and effect
and are valid, binding and enforceable against each Borrower and each Guarantor
and their respective assets and properties, all in accordance with the terms
thereof, as amended hereby;
(b) covenant and agree to perform all of such Borrower's or
Guarantor's obligations under the Credit Agreement and the other Loan Documents,
as amended;
(c) acknowledge and agree that as of the date hereof, such
Borrower or such Guarantor has no defense, set-off, counterclaim or challenge
against the payment of any sums owing under any of the Notes or any other
obligations of Borrowers under the Credit Agreement ("Bank Indebtedness"), or
the enforcement of any of the terms of the Credit Agreement or of the other Loan
Documents, as amended;
(d) acknowledge and agree that except as heretofore disclosed to
Bank by Borrowers or Guarantors in writing, all representations and warranties
of Borrowers and Guarantors contained in the Credit Agreement and/or the other
Loan Documents, as amended are true, accurate and correct on and as of the date
hereof as if made on and as of the date hereof;
(e) represent and warrant that, after giving effect to the terms
and conditions of this Amendment, no Event of Default exists;
(f) covenant and agree that Borrowers' or Guarantors' failure to
comply with any of the terms of this Amendment or any other instrument or
agreement executed or delivered in connection herewith, shall constitute an
Event of Default under the Credit Agreement, subject to the notice and grace
periods provided therein, if applicable; and
(g) acknowledge and agree that nothing contained herein, and no
actions taken pursuant to the terms hereof, are intended to constitute a
novation of any of the Notes, the Credit Agreement or of any of the other Loan
Documents and does not constitute a release, termination or waiver of any
existing Event of Default or of any of the liens, security interests, rights or
remedies granted to Bank in any of the Loan Documents, which liens, security
interests, rights and remedies are hereby ratified, confirmed, extended and
continued as security for all Bank Indebtedness.
9. COSTS AND EXPENSES. Borrowers shall pay to Bank all reasonable 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, Bank's reasonable attorneys' fees and costs.
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10. 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.
11. 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
amendments or consents.
12. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
13. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
14. 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.
15. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Amendment to be executed the day and year first above
written.
SYSTEMS & COMPUTER TECHNOLOGY
CORPORATION
By: /s/ Xxxx Xxxxxxx
Name/Title: Xxxx Xxxxxxx / Executive Vice President
SCT SOFTWARE & RESOURCE
MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxx
Name/Title: Xxxx Xxxxxxx / Executive Vice President
CITIZENS BANK OF PENNSYLVANIA
By: /s/ Xxxxx X. Xxxxxx
Name/Title: Xxxxx X. Xxxxxx / Sr. Vice President
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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: Xxxx Xxxxxxx / Executive Vice President
SCT FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx
Name/Title: Xxxx Xxxxxxx / Executive Vice President
SCT INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxxx
Name/Title: Xxxx Xxxxxxx / Executive Vice President
SCT PROPERTY, INC.
By: /s/ Xxxx Xxxxxxx
Name/Title: Xxxx Xxxxxxx / Executive Vice President
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