EIGHTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
"Amendment") is made as of the 20th day of June, 2001, 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 by and among Bank and
Borrowers, as amended by Amendment and Modification to Credit Agreement dated
April 8, 1997, Second Amendment and Modification to Credit Agreement dated April
8, 1997, Third Amendment and Modification to Credit Agreement dated June 4,
0000, Xxxxxx Xxxxxxxxx and Modification to Credit Agreement dated May 6, 1998,
Fifth Amendment and Modification to Credit Agreement dated October 9, 1998,
Sixth Amendment and Modification to Credit Agreement dated July 7, 2000 and
Seventh Amendment and Modification to Credit Agreement dated September 7, 2000
(collectively, 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) (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").
B. Borrowers have requested that Bank (i) extend the maturity date of
the Revolving Credit through June 20, 2003, (ii) consent to the sale of
Borrowers' subsidiary, SCT Government Systems, Inc. (formerly known as SCT
Public Sector, Inc.) ("SCT Government"), and (iii) release SCT Government from
its guaranty and suretyship obligations to Bank with respect to the obligations
of Borrowers; all of 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. EXTENSION. The "Maturity Date" as defined in Section 1.01 of the
Credit Agreement is hereby amended by be "June 20, 2003."
3. CONSENT TO SALE AND RELEASE OF SCT GOVERNMENT. At Borrowers'
request, Bank hereby: (i) consents to the sale by Borrowers of all of the stock
of SCT Government to Affiliated Computer Services, Inc. for consideration of
approximately $85,000,000.00, which sale is expected to be consummated on or
before June 30, 2001 (the "Sale"), and (ii) releases SCT Government from all
guaranty and suretyship obligations and liabilities to Bank based on or arising
in connection with any credit facilities extended by Bank to Borrowers,
including, without limitation, all obligations under that certain Subsidiary
Guaranty Agreement dated June 20, 1994. The consent contained herein applies
solely to the Sale as described herein and does not constitute the consent or
approval by Bank of any other sale or similar transaction. Neither the consent
or release contained herein constitutes a release or waiver of any obligations
or covenants of Borrowers under the terms of the Loan Agreement or of any
Guarantors other than SCT Government.
4. 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.
5. 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;
(c) represent and warrant that no Event of Default or
Potential Event of Default currently exists; and
(d) 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
11. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
12. 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
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Senior Vice President
SCT SOFTWARE & RESOURCE MANAGEMENT
CORPORATION
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Senior Vice President
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
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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 or July 7, 2000, respectively, 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
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Name/Title: Xxxx Xxxxxxx, Senior Vice President
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SCT FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx
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Name/Title: Xxxx Xxxxxxx, Senior Vice President
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SCT INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxxx
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Name/Title: Xxxx Xxxxxxx, Senior Vice President
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SCT PROPERTY, INC.
By: /s/ Xxxx Xxxxxxx
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Name/Title: Xxxx Xxxxxxx, Senior Vice President
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SCT MANUFACTURING & DISTRIBUTION
SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxx
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Name/Title: Xxxx Xxxxxxx, Senior Vice President
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