SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of March 31, 1998, is entered into by and among:
(1) INDUS INTERNATIONAL, INC., a Delaware corporation
("Borrower"), as successor in interest to The Indus Group, Inc., a
California corporation and a wholly-owned Subsidiary of Borrower (the
"Indus Group") pursuant to that certain Assumption Agreement, dated as
of December 31, 1997, among Borrower, the Banks and Agent (the
"Assumption Agreement");
(2) Each of the financial institutions listed in Schedule I to
the Credit Agreement referred to in Recital A below (collectively, the
"Banks"); and
(3) SUMITOMO BANK OF CALIFORNIA, a California banking
corporation, as agent for the Banks (in such capacity, "Agent").
RECITALS
A. Borrower (as successor in interest to The Indus Group, Inc. pursuant
to the Assumption Agreement), the Banks and Agent are parties to a certain
Credit Agreement, dated as of September 2, 1997, as amended by that certain
First Amendment to Credit Agreement, dated as of September 16, 1997 (as amended,
the "Credit Agreement").
B. Borrower has requested that the Banks and the Agent amend the Credit
Agreement in certain respects in order to extend the Commitments that are
available to Borrower under the Credit Agreement.
C. The Banks and the Agent are willing so to amend the Credit Agreement
upon the terms and subject to the conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, the Banks, and Agent hereby agree as follows:
1. Definitions, Interpretation. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in
Section I of the Credit Agreement shall, to the extent not inconsistent with the
terms of this Amendment, apply to this Amendment and are hereby incorporated by
reference.
2. Amendments to Credit Agreement. Subject to the satisfaction of the
conditions set forth in paragraph 4 below, the Credit Agreement is hereby
amended as follows:
(a) Paragraph 1.01 is amended by changing the definition of
"First Commitment Reduction Date" set forth therein to read in its
entirety as follows:
"First Commitment Reduction Date" shall mean June 30, 1998.
(b) Paragraph 1.01 is further amended by changing the
definition of "Second Commitment Reduction Date" set forth therein to
read in its entirety as follows:
"Second Commitment Reduction Date" shall mean December 31,
1998.
(c) Paragraph 1.01 is further amended by changing the
definition of "Total Commitment" set forth therein to read in its
entirety as follows:
"Total Commitment" shall mean (a) from and
after the Closing Date up to and including the First
Commitment Reduction Date, Thirty-Five Million Dollars
($35,000,000) or, if such amount is reduced pursuant to
Subparagraph 2.03(b), the amount to which so reduced and in
effect at such time; (b) from and after July 1, 1998 through
the Second Commitment Reduction Date, Thirty Million Dollars
($30,000,000) or, if such amount is reduced pursuant to
Subparagraph 2.03(b), the amount to which so reduced and in
effect at such time; and (c) from and after the January 1,
1999 through the Maturity Date, Twenty-Five Million Dollars
($25,000,000) or, if such amount is reduced pursuant to
Subparagraph 2.03(b), the amount to which so reduced and in
effect at such time.
3. Representations and Warranties. Borrower hereby represents and
warrants to Agent and the Banks that the following are true and correct on the
date of this Amendment and that, after giving effect to the amendments set forth
in paragraph 2 above, the following will be true and correct on the Effective
Date (as defined below):
(a) The representations and warranties of Borrower and its
Subsidiaries set forth in Paragraph 4.01 of the Credit Agreement and in
the other Credit Documents are true and correct in all material
respects;
(b) No Default or Event of Default has occurred and is
continuing; and
(c) Each of the Credit Documents is in full force and effect.
(Without limiting the scope of the term "Credit Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
paragraph 3 that, on and after the date hereof, such term includes this
Amendment.)
4. Effective Date. The amendments effected by paragraph 2 above shall
become effective on March 31, 1998 (the "Effective Date"), subject to receipt by
Agent and the Banks on or prior to the Effective Date of the following, each in
form and substance satisfactory to Agent and the Banks and their respective
counsel:
(a) This Amendment duly executed by Borrower, each Bank and
Agent; and
(b) Such other evidence as Agent or any Bank may reasonably
request to establish the accuracy and completeness of the
representations and warranties and the compliance with the terms and
conditions contained in this Amendment and the other Credit Documents.
5. Reaffirmation of Assumption Agreement. Each of Borrower, the Lenders
and the Agent hereby ratifies and reaffirms the terms and conditions set forth
in the Assumption Agreement, including without limitation, the assumption by
Borrower of each and every duty and obligation of The Indus Group arising out of
or in connection with the Credit Agreement; provided, however, that each of
Borrower, the Lenders and the Agent waive the requirement set forth in paragraph
6 thereof that the parties shall have entered into the New Credit Documents (as
such term is defined in the Assumption Agreement) within thirty (30) days after
the effectiveness of the Assumption Agreement.
6. Effect of this Amendment. On and after the Effective Date, each
reference in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall mean the Credit Agreement as amended hereby. Except as
specifically amended above, (a) the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of the Banks or Agent, nor constitute a waiver of any
provision of the Credit Agreement or any other Credit Document.
7. Miscellaneous.
(a) Counterparts. This Amendment may be executed in any number
of identical counterparts, any set of which signed by all the parties
hereto shall be deemed to constitute a complete, executed original for
all purposes.
(b) Headings. Headings in this Amendment are for convenience
of reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of California
without reference to conflicts of law rules.
IN WITNESS WHEREOF, Borrower, the Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.
INDUS INTERNATIONAL, INC.
By: ________________________________
Name: ___________________________
Title: __________________________
SUMITOMO BANK OF CALIFORNIA,
As Agent
By: ________________________________
Name: ___________________________
Title: __________________________
By: ________________________________
Name: ___________________________
Title: __________________________
SUMITOMO BANK OF CALIFORNIA,
As a Bank
By: ________________________________
Name: ___________________________
Title: __________________________
By: ________________________________
Name: ___________________________
Title: __________________________
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By: ________________________________
Name: ___________________________
Title: __________________________
