SEVENTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
"Amendment") is made as of the thirteenth day of September, 2000, 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 and
Sixth Amendment and Modification to Credit Agreement dated July 7, 2000 , and by
letter agreements, and as the same may be further amended, modified,
supplemented or restated (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 amend certain covenants set forth
in the Credit Agreement, 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. DEBT. The following new item (vi) is hereby added to subparagraph (f) of
Section 6.02 of the Credit Agreement as an additional exception to the
prohibition on debt:
"(vi) Debt owed to a seller in an acquisition permitted by
subparagraph (l) of Section 6.02 hereof, provided that, the
aggregate amount of all such debt shall not exceed five
percent (5%) of Consolidated Tangible Net Worth measured as
of the date of the most recent Compliance Certificate
delivered by Borrowers to Bank."
3. LOANS, INVESTMENTS, SECONDARY LIABILITIES. The following new item (x) is
hereby added to subparagraph (i) of Section 6.02 of the Credit Agreement as an
additional exception to the prohibition on Investments:
"(x) acquire and own any type of equity or debt of a Person
or make an investment in a Person for the purposes of forming
strategic alliances, provided that, the aggregate amount of
all such investments, whether in the form of cash, debt,
equity securities or otherwise shall not exceed fifteen
percent (15%) of Consolidated Tangible Net Worth measured as
of the date of the most recent Compliance Certificate
delivered by Borrowers to Bank."
4. ASSET SALES. The reference to "$3,000,000 per fiscal year" at the end of
subparagraph (j) of Section 6.02 is hereby deleted and replaced with ", during
any fiscal year, five percent (5%) of Consolidated Tangible Net Worth as of the
date of the most recently ended fiscal year."
5. ACQUISITION. The reference to "10%" in the first sentence of subparagraph (l)
of Section 6.02 is hereby deleted and replaced with "15%".
6. 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.
7. 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;
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;
e. acknowledge and agree that 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; and
f. acknowledge and agree that Borrowers' 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.
8. 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.
9. 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.
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10. 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.
11. 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.
12. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
13. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
14. 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: ___________________________________
Xxxx Xxxxxxx, Senior Vice President
SCT SOFTWARE & RESOURCE MANAGEMENT
CORPORATION
[CORPORATE SEAL]
By: ___________________________________
Xxxx Xxxxxxx, Senior Vice President
MELLON BANK, N.A.
By: ___________________________________
Name/Title: ___________________________
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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 or as of the date hereof, 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: ________________________________________
Name/Title: ________________________________
SCT GOVERNMENT SYSTEMS, INC.
(formerly known as "SCT Public Sector, Inc.")
By: ________________________________________
Name/Title: ________________________________
SCT FINANCIAL CORPORATION
By: ________________________________________
Name/Title: ________________________________
SCT INTERNATIONAL LIMITED
By: ________________________________________
Name/Title: ________________________________
SCT PROPERTY, INC.
By: ________________________________________
Name/Title: ________________________________
SCT MANUFACTURING & DISTRIBUTION
SYSTEMS, INC.
By: ________________________________________
Name/Title: ________________________________
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