FIFTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
"Amendment") is made as of the ninth day of October, 1998, 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, 1997
and Fourth Amendment and Modification to Credit Agreement dated May 6, 1998
(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 increased the maximum amount of
capital stock repurchases Borrowers may effect, 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. DIVIDENDS/STOCK REPURCHASES. Section 6.02(g) of the Credit Agreement
is hereby amended to be as follows:
"(g) Dividends, Etc. Declare or pay any dividends, purchase or
otherwise acquire for value any of its capital stock now or
hereafter outstanding, or make any distribution of assets to its
stockholders as such, or permit any of its Subsidiaries to purchase
or otherwise acquire for value any stock of the Company; provided,
however, that as long as no Event of Default or Potential Event of
Default exists, Borrowers may declare or pay dividends, repurchase
their capital stock or make distributions to shareholders as long as
(i) all dividends and distributions are payable in capital stock of
the Borrowers; (ii) the aggregate value of all stock repurchased
after March 20, 1997 does not exceed $35,000,000.00; (iii) the total
number of shares repurchased after October 1, 1998 does not exceed
3,000,000; (iv) all of such $35,000,000 is repurchased on or before
April 15, 1999; and (v) no portion of such $35,000,000 shall be
borrowed by Borrowers under the Revolving Credit."
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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:
1. 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;
2. 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
3. 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.
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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
-----------------------------------
Xxxx Xxxxxxx, Senior Vice President
SCT SOFTWARE & RESOURCE MANAGEMENT
CORPORATION
[CORPORATE SEAL]
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, Senior Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxx XxXxxxx Carb
-----------------------------------
Xxxxxx XxXxxxx Carb, 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, Senior Vice President
-----------------------------------
SCT GOVERNMENT SYSTEMS, INC.
(formerly known as "SCT Public Sector, Inc.")
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name/Title: Xxxx Xxxxxxx, Senior Vice President
-----------------------------------
SCT FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name/Title: Xxxx Xxxxxxx, Senior Vice President
-----------------------------------
SCT INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name/Title: Xxxx Xxxxxxx, Senior Vice President
-----------------------------------
SCT PROPERTY, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name/Title: Xxxx Xxxxxxx, Senior Vice President
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