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EXHIBIT 10.30
SECOND AMENDMENT TO CREDIT AGREEMENT
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SECOND AMENDMENT (this "Amendment"), dated as of March 22, 1996, among
Computervision Corporation (the "Borrower"), a Delaware corporation, the
financial institutions listed on the signature pages hereto, Bankers Trust
Company, as Agent and Fleet Bank of Massachusetts, N.A., as Co-Agent under the
Credit Agreement referred to below. All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement referred to below.
W I T N E S S E T H :
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WHEREAS, the Borrower, various lending institutions (the "Banks") , and
Bankers Trust Company, as Agent, are parties to a Credit Agreement dated as of
November 17, 1995 (as amended, modified or supplemented through the date hereof,
the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
1. Section 8.02(j) is hereby amended by inserting the phrase "Designated
Long-Term Factoring and" immediately after the phrase "may enter into" appearing
therein.
2. Section 10 of the Credit Agreement shall be amended by inserting the
following new definition in appropriate alphabetical order:
"Designated Long-Term Factoring" shall mean the Master Agreement and Site
License between the Borrower and GIE PSA Peugeot Citroen, provided that the
Deferred Service Payment pursuant to such agreement shall not exceed $30,000,000
and the factoring pursuant to such agreement shall be expressly without recourse
to the Borrower or any of its Subsidiaries and neither the Borrower nor any of
its Subsidiaries shall grant any Lien on any of their assets pursuant to such
agreement.
3. In order to induce the Banks to enter into this Amendment, the
Borrower hereby (i) makes each of the representations, warranties and agreements
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contained in the Credit Agreement as though made on the Amendment Effective
Date, unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date and (ii) represents and warrants that there
exists no Default or Event of Default, in each case on the Amendment Effective
Date (as hereinafter defined), both before and after giving effect to this
Amendment.
4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement.
5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
7. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrower and the Required Banks shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the Agent.
8. From and after the Amendment Effective Date, all references in the
Credit Agreement and each of the other Credit Documents shall be deemed to be
references to the Credit Agreement as modified hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed and delivered as of the date first above written.
COMPUTERVISION CORPORATION
By /s/ Xxxxxxx Xxxxxx
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Title: Vice President & Treasurer
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxxxxxxxx Xxxxxxx
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Title: VP
BANK POLSKA KASA OPIEKI, S.A.,
NEW YORK BRANCH
By /s/ Xxxxxx Xxxxxx
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Title: Vice President
FLEET BANK OF MASSACHUSETTS,
N.A.,
Individually and as Co-Agent
By /s/ Xxxxxxx Xxxxxxx
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Title: Vice President
