EXHIBIT 10.16
FIRST AMENDMENT TO
CREDIT AGREEMENT
FIRST AMENDMENT dated as of September 23 , 1996 (this "Amendment") to
CREDIT AGREEMENT dated as of September 6, 1995 (as amended or otherwise
modified to the date hereof, the "Credit Agreement") among CSC ENTERPRISES, a
Delaware general partnership, COMPUTER SCIENCES CORPORATION, a Delaware
corporation, the financial institutions party thereto (the "Lenders") and
CITICORP USA, INC. as Agent for the Lenders (the "Agent").
PRELIMINARY STATEMENTS. The parties hereto wish to modify the Credit
Agreement in certain respects as hereinafter set forth. Terms defined in the
Credit Agreement are used in this Amendment as defined in the Credit Agreement
and, except as otherwise indicated, all references to Sections refer to the
corresponding Sections of the Credit Agreement.
The parties hereto therefore agree as follows:
SECTION 1. Amendments to Credit Agreement.
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Effective as of the Amendment Effective Date (as defined in Section 2
hereof) and subject to the satisfaction of the condition precedent set forth
in Section 2 hereof, the Credit Agreement is hereby amended as follows:
a. The definition of "Daily Margin" in Section 1.01 is deleted and
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restated in its entirety as follows:
"Daily Margin" means, for any date of determination, the interest rate
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per annum set forth in the table below that corresponds to (i) the Level
applicable to such date of determination and (ii) the Utilization Ratio
applicable to such date of determination:
Daily Margin when Daily Margin when
Utilization Ratio Utilization Ratio
is less than is greater than or
0.50:1.00 equal to 0.50:1.00
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Xxxxx 0 0.12% 0.17%
Xxxxx 0 0.13% 0.18%
Xxxxx 0 0.17% 0.22%
Xxxxx 0 0.20% 0.25%
Xxxxx 0 0.25% 0.30%
For purposes of this definition, (a) "Utilization Ratio" means, as of any
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date of determination, the ratio of (1) the aggregate outstanding principal
amount of all Advances as of such date to (2) the aggregate amount of all
Commitments in effect as of such date (whether used or unused and without
giving effect to any B Reduction), (b) if any change in the Rating established
by S&P or Xxxxx'x shall result in a change in the Level, the change in the
Daily Margin shall be effective as of the date on which such rating change is
publicly announced (in the case of a public rating) or is disclosed to the
Corporation (in the case of a private rating), (c) if Ratings are unavailable
from both S&P and Xxxxx'x for any reason for any day, then the applicable
Level for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders
consent in writing, such other Level as may be reasonably determined by the
Majority Lenders from a rating with respect to Long-Term Debt or the
Corporation for such day established by another rating agency reasonably
acceptable to the Majority Lenders) and (d) if a Rating is not available from
S&P or Xxxxx'x
(but not both) for any reason for any day, then the applicable Level shall be
set by reference to the Rating of S&P or Xxxxx'x that is available for such
day.
b. Section 2.04 is deleted and restated in its entirety as follows:
SECTION 2.04. Facility Fees.
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The Borrowers jointly and severally agree to pay to the Agent for the
account of each Lender a facility fee on the amount of such Lender's
Commitment (or if no Commitment is in effect, Advances), whether used or
unused and without giving effect to any CP Reduction or B Reduction, from the
date hereof in the case of each Lender and from the effective date specified
in the Assignment and Acceptance pursuant to which it became a Lender in the
case of each other Lender until the Termination Date of such Lender, payable
in arrears on the last day of each March, June, September and December during
the term of such Lender's Commitment, commencing September 30, 1995, and on
the Termination Date of such Lender, in an amount equal to the product of (i)
the average daily amount of such Lender's Commitment (whether used or unused
and without giving effect to any B Reduction or CP Reduction) in effect during
the period for which such payment that is to be made times (ii) the weighted
average rate per annum that is derived from the following rates: (a) a rate of
0.07% per annum with respect to each day during such period that the higher of
the Ratings was Xxxxx 0, (x) a rate of 0.09% per annum with respect to each
day during such period that the higher of such Ratings was Level 2, (c) a rate
of 0.10% per annum with respect to each day during such period that the higher
of such Ratings was Xxxxx 0, (x) a rate of 0.125% per annum with respect to
each day during such period that the higher of such Ratings was Level 4 and
(e) a rate of 0.15% per annum with respect to each day during such period to
which Level 5 applies. If any change in the Rating shall result in a change
in the Level, the change in the facility fee shall be effective as of the date
on which such rating change is publicly announced (in the case of a public
rating) or is disclosed to the Corporation (in the case of a private rating).
If Ratings are unavailable from both S&P or Xxxxx'x for any reason for any
day, then the applicable Level for purposes of calculating the facility fee
for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders
consent in writing, such other Level as may be reasonably determined by the
Majority Lenders from a rating with respect to Long-Term Debt or the
Corporation for such day established by another rating agency reasonably
acceptable to the Majority Lenders). If no Rating is available from S&P or
Xxxxx'x (but not both) for any reason for any day, then the applicable Level
shall be set by reference to the Rating of S&P or Xxxxx'x that is available
for such day.
SECTION 2. Condition to Effectiveness.
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This Amendment shall be effective as of the date hereof (the "Amendment
Effective Date"), subject to the satisfaction of the condition precedent that
the Agent shall have received counterparts of this Amendment executed by the
Borrowers and each Lender or, as to any Lender, advice satisfactory to the
Agent that such Lender has executed a counterpart of this Amendment.
SECTION 3. Representations and Warranties.
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Each Borrower represents and warrants as follows: (a) the execution, delivery
by such Borrower of this Amendment, and the performance by such Borrower of
the Credit Agreement as hereby amended, are within such Borrower's corporate
or partnership powers (as the case may be), have been duly authorized by all
necessary corporate or partnership action (as the case may be) and do not
contravene such Borrower's charter, by-laws or partnership agreement (as the
case may be), any law, regulation or order binding on or affecting such
Borrower or the terms of any indenture, loan or credit agreement or other
agreement or instrument by which such Borrower is bound or to which such
Borrower is a party; (b) no authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution or delivery by such Borrower of this Amendment
or the performance by such Borrower of the Credit Agreement as hereby amended;
(d) each of this Amendment and the Credit Agreement as amended hereby
constitutes the legal, valid and binding obligations of such Borrower
enforceable against such Borrower in accordance with its respective terms; (e)
all representations and warranties of such Borrower contained in Article IV of
the Credit Agreement are true and correct, as if repeated and restated in full
herein; and (f) no Event of Default or Potential Event of Default has occurred
and is continuing, or will occur and be continuing after giving effect to this
Amendment.
SECTION 4. Reference to and Effect on the Credit Agreement.
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On and after the Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import shall mean and be a reference to the Credit Agreement as amended
by this Amendment. Except as specifically amended or waived herein, the
Credit Agreement shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed.
SECTION 5. Execution in Counterparts.
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This Amendment may be executed in any number of counterparts and by any
combination of the parties hereto in separate counterparts, each of which
counterparts shall be an original and all of which taken together shall
constitute one and the same Amendment.
SECTION 6. Governing Law.
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This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
COMPUTER SCIENCES CORPORATION, a Nevada
corporation, as Borrower and as Guarantor
By /s/ Authorized Signatory
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CSC ENTERPRISES, a Delaware general
partnership, as Borrower
By CSC ENTERPRISES, INC.,
its Managing Partner
By /s/ Authorized Signatory
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CITICORP USA, INC.
By /s/ Authorized Signatory
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ Authorized Signatory
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THE CHASE MANHATTAN BANK, N.A.
By /s/ Authorized Signatory
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XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By /s/ Authorized Signatory
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BANK BRUSSELS XXXXXXX
New York Branch
By /s/ Authorized Signatory
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By /s/ Authorized Signatory
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THE BANK OF NEW YORK
By /s/ Authorized Signatory
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THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Authorized Signatory
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MELLON BANK, N.A.
By /s/ Authorized Signatory
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NATIONAL WESTMINSTER BANK PLC
Los Angeles Overseas Branch
By /s/ Authorized Signatory
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NATIONSBANK OF TEXAS, N.A.
By /s/ Authorized Signatory
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ABN AMRO BANK N.V.
Los Angeles International Branch
By /s/ Authorized Signatory
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By /s/ Authorized Signatory
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THE BANK OF NOVA SCOTIA
By /s/ Authorized Signatory
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CORESTATES BANK, N.A.
By /s/ Authorized Signatory
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XXXXX FARGO BANK
By /s/ Authorized Signatory
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SOCIETE GENERALE
By /s/ Authorized Signatory
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DEUTSCHE BANK
By /s/ Authorized Signatory
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