EXHIBIT 4.7
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is executed
as of March 5, 2002, by and among TYLER TECHNOLOGIES, INC., a Delaware
corporation ("Borrower") and BANK OF TEXAS, N.A., a national banking association
("Lender").
WITNESSETH:
WHEREAS, Borrower and Lender entered into that certain Credit
Agreement, dated February 27, 2002, pursuant to which Lender agreed to make the
Loan (as therein defined) available to Borrower (as heretofore or hereafter
amended, the "Credit Agreement")(each capitalized term used herein, but not
otherwise defined shall have the same meaning given to it in the Credit
Agreement); and
WHEREAS, pursuant to the Credit Agreement, Borrower executed that
certain Promissory Note dated the date of the Credit Agreement in the stated
principal amount of $8,000,000 (the "Note"); and
WHEREAS, Borrower has requested that Lender (i) increase the principal
amount of the Commitment from $8,000,000 to $10,000,000, and (ii) delete the
$5,000,000 limit on the aggregate amount of Letter of Credit Exposure; and
WHEREAS, subject to the terms and conditions herein contained, Lender
is willing to agree to such requests.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Borrower and
Lender hereby covenant and agree as follows:
ARTICLE I - AMENDMENTS
SECTION 1.1 INCREASE OF COMMITMENT. The definition of Commitment set forth in
the Credit Agreement is hereby amended and restated in its entirety as follows:
"Commitment" shall mean the obligation of Lender to make Advances or
issue Letters of Credit pursuant to this Agreement in an aggregate amount of
principal outstanding at any time and Letter of Credit Exposure not to exceed
$10,000,000, as the same may be increased with the express written consent of
Lender or decreased pursuant to the terms of this Agreement.
SECTION 1.2 DELETION OF LETTER OF CREDIT SUBLIMIT. Section 2.1(c) in the Credit
Agreement is hereby amended and restated in its entirety as follows:
SECTION 2.1(c) LETTERS OF CREDIT. LETTERS OF CREDIT. During the Credit
Period, Lender agrees, subject to the terms and conditions set forth in
this Agreement, to issue, upon request by Borrower, Letters of Credit
for the account of Borrower (or a Guarantor designated by Borrower),
provided, that, immediately after each such Letter of Credit is issued,
the aggregate amount of the Letter of Credit Exposure plus Outstanding
Advances shall not exceed the lesser of (x) the Borrower Base and (y)
the maximum amount of the Commitment. All amounts Lender is required to
advance under any Letter of Credit shall be deemed an Advance hereunder
and shall bear interest as provided herein, and Borrower shall be
liable for all costs and expenses, including, but not limited to,
attorney's fees and court costs, relating to such Letter of Credit, or
any action related to such Letter of Credit, incurred by Lender in
connection with such Letter of Credit.
ARTICLE II - MISCELLANEOUS
SECTION 2.1. CONDITION TO CLOSING. As a condition to the closing of the
Amendment, Borrower shall execute and deliver an amended and restated Note in
the amount of the Commitment as amended hereby. In addition, Borrower
understands and agrees that Borrower shall be required to deliver to Lender the
financial statement required by Section 8.1(a) of the Credit Agreement for its
2001 fiscal year as a condition to the first funding under the Credit Agreement.
The parties hereto shall also execute such other documents as may be necessary
or as may be required, in the opinion of counsel to Lender, to effect the
transactions contemplated hereby and continue the liens and/or security
interests of all other collateral instruments, as modified by this Amendment.
SECTION 2.2. CONTINUING EFFECT. Except as modified and amended hereby, the
Credit Agreement and other Loan Documents are and shall remain in full force and
effect in accordance with their terms.
SECTION 2.3. PAYMENT OF EXPENSES. Borrower agrees to pay to Lender the
reasonable attorneys' fees and expenses of Lender's counsel and other expenses
incurred by Lender in connection with this Amendment.
SECTION 2.4. BINDING AGREEMENT. This Amendment shall be binding upon, and shall
inure to the benefit of, the parties' respective representatives, successors and
assigns.
SECTION 2.5. NO DEFENSES. Borrower by its execution of this Amendment, hereby
declares that it has no set-offs, counterclaims, defenses or other causes of
action against Lender arising out of the Loan, this Amendment or otherwise; and,
to the extent any such setoffs, counterclaims, defenses or other causes of
action may exist, whether known or unknown, such items are hereby waived by
Borrower.
SECTION 2.6. USURY SAVINGS CLAUSE. Notwithstanding anything to the contrary in
this Amendment, the Note or any other Loan Document, or in any other agreement
entered into in connection with the Note or securing the indebtedness evidenced
by the Note, whether now existing or hereafter arising and whether written or
oral, it is agreed that the aggregate of all interest and other charges
constituting interest, or adjudicated as constituting interest, and contracted
for, chargeable or receivable under the Note or otherwise in connection with the
Note shall under no circumstances exceed the maximum rate of interest permitted
by applicable law. In the event the maturity of the Note is accelerated by
reason of an election by the holder thereof resulting from a default thereunder
or under any other document executed as security therefor or in connection
therewith, or by voluntary prepayment by the maker, or otherwise, then earned
interest may never include more than the maximum rate of interest permitted by
applicable law. If from any circumstance any holder of any of the Note shall
ever receive interest or any other charges constituting interest, or adjudicated
as constituting interest, the amount, if any, which would exceed the maximum
rate of interest permitted by applicable law shall be applied to the reduction
of the principal amount owing on such Note or on account of any other principal
indebtedness of the maker to the holders of such Note, and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
thereof and such other indebtedness, the amount of such excessive interest that
exceeds the unpaid balance of principal thereof and such other indebtedness
shall be refunded to the maker. All sums paid or agreed to be paid to the holder
of the Note for the use, forbearance or detention of the indebtedness of the
maker to the holder of such Note shall be amortized, prorated, allocated and
spread throughout the full term of such indebtedness until payment in full for
the purpose of determining the actual rate on such indebtedness is uniform
throughout the term thereof.
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The terms "maximum amount" or "maximum rate" as used in this
Amendment or the Note, or in any other agreement entered into in connection with
the Note or securing the indebtedness evidenced by the Note, whether now
existing or hereafter arising and whether written or oral, include, as to
Chapter 303 of the Texas Finance Code (and as same may be incorporated by
reference in other statutes of the State of Texas), but otherwise without
limitation, that rate based upon the "weekly ceiling"; provided, however, that
this designation shall not preclude the rate of interest contracted for, charged
or received in connection with the Loan from being governed by, or construed in
accordance with, any other state or federal law.
SECTION 2.7. COUNTERPARTS. This Amendment may be executed in several
counterparts, all of which are identical, each of which shall be deemed an
original, and all of which counterparts together shall constitute one and the
same instrument, it being understood and agreed that the signature pages may be
detached from one or more of such counterparts and combined with the signature
pages from any other counterpart in order that one or more fully executed
originals may be assembled.
SECTION 2.8. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT FEDERAL
LAWS PREEMPT THE LAWS OF THE STATE OF TEXAS.
SECTION 2.9. ENTIRE AGREEMENT. This Amendment, together with the other Loan
Documents, contain the entire agreements between the parties relating to the
subject matter hereof and thereof. This Amendment and the other Loan Documents
may be amended, revised, waived, discharged, released or terminated only by a
written instrument or instruments, executed by the party against which
enforcement of the amendment, revision, waiver, discharge, release or
termination is asserted. Any alleged amendment, revision, waiver, discharge,
release or termination which is not so documented shall not be effective as to
any party.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER HEREIN CONTAINED AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, this Amendment is executed effective as of the date
first written above.
LENDER:
BANK OF TEXAS, N.A.,
a national banking association
By:
-----------------------------------
Xxxx Xxxx
Senior Vice President
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BORROWER:
TYLER TECHNOLOGIES, INC.
a Delaware corporation
By:
-----------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
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CONSENT OF GUARANTORS
Each of the undersigned Guarantors hereby acknowledges and consents to
the foregoing amendment and expressly acknowledges and agrees that (a) its
Guaranty shall guaranty, and the Security Agreement executed by it shall secure,
the Loan as amended hereby, and (b) except as may be modified to incorporate the
terms of this Amendment, the Guaranty of the other Loan Documents to which it is
a part, are and shall continue in full force and effect.
IN WITNESS WHEREOF, each of the Guarantors has caused this Consent to
be duly executed by its authorized officer.
GUARANTORS:
APPRAISAL RECORDS SERVICES, INC.,
a Texas corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
AUTOMATED RECORDS SERVICES, INC.,
a Texas corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
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XXXX LAYER XXXXXXX COMPANY, a
Delaware corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
EAGLE COMPUTER SYSTEMS, INC.,
a Delaware corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
FUNDBALANCE, INC.,
a Delaware corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
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INTERACTIVE COMPUTER DESIGNS,
a Texas corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
MUNIS, INC., a Maine corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
XXXXXXXXXXX.XXX, INC.,
a Delaware corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
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THE SOFTWARE GROUP, INC.,
a Texas corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
TYLER LEASING, INC.,
a Delaware corporation
By:
----------------------------------------
Xxxxx X. Xxxxxx,
Vice President-Finance
Address: c/o Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000
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