AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT
THIS AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
"Amendment") is made as of the 8th day of April, 1997, 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, (the "Credit
Agreement"), by and among Bank and Borrowers, Bank agreed, inter alia,
to extend to Borrowers a revolving credit facility in the principal
amount of up to Twenty Million Dollars ($20,000,000.00) (the "Revolving
Credit"), as further evidenced by that certain Promissory Note dated
June 20, 1994 payable to Bank in the original principal amount of Twenty
Million Dollars ($20,000,000.00) (the "Revolving Credit Note").
B. Borrowers have requested that Bank (i) extend through June 20,
1999 the Maturity Date of the Revolving Credit; and (ii) amend certain
financial and other covenants contained in the Credit Agreement; 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 to be "June 20, 1999."
3. QUICK ASSETS. The definition of "Consolidated Quick Assets"
contained in Section 1.01 of the Credit Agreement is hereby amended to
be as follows:
"'Consolidated Quick Assets'. At any date of determination
the total cash, marketable securities and billed accounts receivable of
the Company and its Subsidiaries on a consolidated basis determined in
accordance with GAAP."
4. FINANCIAL AND OTHER COVENANTS. The following provisions of the
Credit Agreement are hereby amended as follows:
(a) Section 6.02(a) is hereby deleted and replaced with the
following:
"(a) Asset Coverage Ratio.
Permit the ratio of (i) Borrowers'
Quick Assets plus 0% of Borrowers'
unbilled receivables to (ii)
Borrowers' Consolidated Current
Liabilities plus the outstanding
balance of all Debt to Bank, to
fail to exceed 1.0 to 1.0 measured
as of the end of each fiscal
quarter of the Company."
(b) Section 6.02(c) is hereby deleted and replaced with
the following:
"(c) Debt Coverage Ratio. Permit
the ratio of Senior Debt to
Consolidated Cash Flow, all
determined as of the end of each
fiscal quarter for the four (4)
fiscal quarters then ended, to
exceed (i) 2.5 to 1.0 as of
September 30, 1997 and as of the
end of each fiscal quarter
thereafter through and including
June 30, 1998 and (ii) 1.5 to 1.0
as of September 30, 1999 and as of
the end of each fiscal quarter
thereafter."
(c) Dividends. Section 6.02(g) is hereby deleted and replaced
with the following:
"(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 of assets to
shareholders as long as the
dividends and distributions are
payable in capital stock of the
Borrowers or (ii) the aggregate
amount of all non-stock dividends,
repurchases and distributions
effected after March 20, 1997 does
not exceed $5,000,000.00."
5. ADDITIONAL DOCUMENTS; FURTHER ASSURANCES. Each Borrower
covenants and agrees to execute and deliver to Bank, or to cause to be
executed and delivered to Bank, contemporaneously herewith, at the sole
cost and expense of Borrowers, any and all documents, agreements,
statements, resolutions, certificates, consents and information as Bank
may require in connection with the matters or actions described herein.
Each Borrower further 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.
6. 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) covenant and agree to perform all obligations of Borrowers
contained herein, under the Note, and under the Credit Agreement, as
amended, and the other Loan Documents;
(c) 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;
(d) acknowledge and agree that except as previously disclosed
to and consented to by Bank in writing, all representations and
warranties of Borrowers contained in the Credit Agreement and/or the
other Loan Documents 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 no Event of Default or
Potential Event of Default exists and all information described in the
foregoing Background is true, accurate and complete;
(f) 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;
(g) acknowledge and agree that a Borrower's failure to comply
with or perform any of its covenants, agreements or obligations
contained in this Amendment shall constitute an Event of Default under
the Credit Agreement and each of the Loan Documents; and
(h) acknowledge and confirm that SCT Software & Technology
Services, Inc. merged with and into Borrowing Subsidiary with Borrowing
Subsidiary being the surviving corporation, and SCT Public Sector, Inc.
changed its corporate name to "SCT Government Systems, Inc."
7. 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.
8. 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.
9. 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.
10. 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 extensions of the Maturity Date.
11. BINDING EFFECT. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.
12. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.
13. 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
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, Senior Vice President
[CORPORATE SEAL]
SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, Senior Vice President
[CORPORATE SEAL]
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
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, all of which are 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: Sr. VP
SCT GOVERNMENT SYSTEMS, INC.
(formerly known as "SCT Public Sector, Inc.")
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
SCT FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
SCT INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
SCT PROPERTY, INC.
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. VP
