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EXHIBIT 10.20
FIRST AMENDMENT
FIRST AMENDMENT, dated as of June 30, 1998, (this "Amendment"), to the
Credit Agreement, dated as of February 27, 1997, as amended and restated as of
February 10, 1998 (the "Credit Agreement"), among Cooperative Computing, Inc., a
Delaware corporation (the "Borrower"), Cooperative Computing Holding Company,
Inc., a Texas Corporation ("CCI"), the several banks and other financial
institutions parties thereto (the "Lenders") and The Chase Manhattan Bank, as
the administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
WITNESSETH
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Required Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
II. Amendments to Credit Agreement.
1. Amendments to Section 1. (a) Subsection 1.1 of the Credit Agreement
is hereby amended by adding to the end of the definition of "Consolidated
EBITDA" the following:
; provided that in calculating Consolidated EBITDA, the one-time
restructuring charge of up to $1.5 million to be taken by the Borrower for
its expense alignment project in the third quarter of 1998 shall be
disregarded; provided, further, that through the last day of the third
full fiscal quarter following the consummation of an acquisition pursuant
to Sections 8.9(k) or 8.9(l), the Borrower shall calculate Consolidated
EBITDA for purposes of Section 8.1 on a pro forma basis (assuming the
consummation of such acquisition and the incurrence or assumption of any
Indebtedness in connection therewith occurred on the first day of the
relevant period).
2. Amendments to Section 8. (a) Subsection 8.1(a) is hereby amended by
deleting (i) from the "Quarter Ending" column of the table "1997 December 31"
and (ii) from the "Ratio" column of the table the corresponding ratio
requirement of "1.85 to 1.00".
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(b) Subsection 8.1(d) is hereby amended by (i) deleting (x) from the
"Quarter Ending" column of the table "1997 December 31" and (y) from the
"Ratio" column of the table the corresponding ratio requirement of "5.75
to 1.00"; (ii) deleting "5.25 to 1.00" from the "Ratio" column of the table
opposite "1998 June 30" and substituting therefor "5.50 to 1.00"; and (iii)
deleting "5.00 to 1.00" from the "Ratio" column of the table opposite "1998
September 30" and substituting therefor "5.50 to 1.00".
(c) Subsection 8.1(c) is hereby amended by (i) deleting (x) from the
"Quarter Ending" column of the table "1997 December 31" and (y) from the
"Ratio" column of the table the corresponding ratio requirement of "2.25
to 1.00"; (ii) deleting "2.25 to 1.00" from the "Ratio" column of the table
opposite "1998 June 30" and substituting therefor "2.40 to 1.00"; and (iii)
deleting "2.25 to 1.00" from the "Ratio" column of the table opposite "1998
September 30" and substituting therefor "2.40 to 1.00".
III. Conditions to Effectiveness. This Amendment shall become effective as
of the date hereof upon being (i) executed by the Borrower, CCI, the
Administrative Agent and the Required Lenders and (ii) agreed and consented to
by the other Credit Parties, each in accordance with the terms of the Credit
Agreement.
IV. General.
1. Representations and Warranties. The representations and warranties
made by the Borrower in the Loan Documents are true and correct in all
material respects on and as of the date hereof, after giving effect to the
effectiveness of this Amendment, as if made on and as of the date hereof, except
for any representation and warranty which is expressly made as of an earlier
date which representation and warranty shall have been true and correct in all
material respects as of such earlier date, and no Default or Event of Default
has occurred and is continuing.
2. Payment of Expenses. The Borrower agrees to pay or reimburse the Agent
for all of its out-of-pocket costs and reasonable expenses incurred in
connection with the Amendment Documents, any other documents prepared in
connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Agent.
3. No Other Amendments; Confirmation; Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit Agreement and
the Notes are and shall remain in full force and effect.
4. Affirmation of Guarantees. Each of the Guarantors hereby consents to
the execution and delivery of this Amendment and reaffirms its obligations
under the Guarantee and Collateral Agreement executed by such Guarantor.
5. Governing Law; Counterparts; (a) This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
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(b) This Amendment may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
COOPERATIVE COMPUTING, INC.
By: /s/ XXXXXXX XXXX
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Name:
Title: CFO
COOPERATIVE COMPUTING HOLDING
COMPANY, INC.,
as a Guarantor
By: /s/ XXXXXXX XXXX
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Name:
Title: CFO
THE CHASE MANHATTAN BANK,
as Administrative Agent,
a Lender and Issuing Lender
By: /s/ XXXXXXXX X. XXXXXX
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Name:
Title: VP
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BANK UNITED
By:
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Name:
Title:
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BANKBOSTON, N.A.
By:
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Name:
Title:
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COMERICA BANK - CALIFORNIA
By:
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Name:
Title:
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CREDITANSTALT AG
By: /s/ XXXXX X. XXXXXX
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Name:
Title: VP
By: /s/ XXXXXXX X. XXXXXX
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Name:
Title: VP
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NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXXXXX X. X'XXXXXX
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Name:
Title: VP
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XXXXX XXXX XX XXXXXXXXXX, N.A.
By: /s/ XXX X. XXXXXX
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Name:
Title: Vice President
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XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx American Capital
Management, Inc., as
Collateral Manager
By: /s/ XXXXXXX X. XXXXXXX
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Name:
Title: Senior VP & Director
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IMPERIAL BANK
By:
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Name:
Title:
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COMMERCIAL LOAN FUNDING TRUST I
By: Xxxxxx Commercial Paper Inc., not in
its individual capacity but solely
as administrative agent
By: /s/ XXXXXXX XXXXXXX
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Name:
Title: Authorized Signatory
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ROYALTON COMPANY
By: Pacific Investment Management
Company, as its investment
adviser
By: /s/ XXXXXXX XXXXXXX
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Name:
Title: SR. VP
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The undersigned Credit Parties do hereby consent and agree to the
foregoing Amendment.
TRIAD SYSTEMS FINANCIAL
CORPORATION
TRIAD DATA CORPORATION
TRIFARE, INC.
CCI/TRIADGEM, INC.
TRIAD SYSTEMS CORPORATION
By:\s\XXXXXXX XXXX
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Name:
Title: CFO
