EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT (the "Agreement") is dated effective as of June
20, 1996 and is entered into among SYSTEMS & COMPUTER TECHNOLOGY CORPORATION,
a Delaware corporation (the "Company"), SCT SOFTWARE & RESOURCE MANAGEMENT
CORPORATION, a Delaware corporation and a wholly owned subsidiary of the
Company (the "Borrowing Subsidiary") and MELLON BANK, N.A. ("Bank").
BACKGROUND
A. Pursuant to the terms of a certain Credit Agreement dated June 20,
1994, by and among the Company, the Borrowing Subsidiary and the Bank, the
Bank agrees, subject to the terms and conditions stated therein, to extend to
the Borrowers a certain Revolving Credit Facility.
B. The Credit Agreement, as amended and modified, is referred to herein
as the "Credit Agreement". Capitalized terms not otherwise defined in this
Agreement shall have the meaning set forth therefor in the Credit Agreement.
C. Pursuant to the terms of Section 2.01(f) of the Credit Agreement, the
Borrowers and the Bank may elect to extend the Maturity Date under the Credit
Agreement.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
1. Extension of Maturity Date. The Maturity Date under the Credit
Agreement and all other Loan Documents is hereby extended to June 20, 1998.
All references in any and all of the Loan Documents to the Maturity Date shall
be deemed to be referenced to this revised date.
2. Miscellaneous. The Borrowers hereby:
(a) ratify, confirm and acknowledge that, as amended hereby, the
Credit Agreement and the other Loan Documents are valid, binding and in full
force and effect;
(b) acknowledge and agree that as of the date hereof, they have no
defense, set-off, counterclaim or challenge against the payment of any sums
owing under the Credit Agreement or the enforcement of any of the terms of the
Loan Documents;
(c) represents and warrant that no Event of Default or Potential
Event of Default currently exists; and
(d) acknowledge and agree that nothing contained herein and no
actions taken pursuant to the terms hereof, are intended to constitute a
novation of the Note or any of the other Loan Documents and shall not
constitute a release, termination, or waiver of any rights or remedies of the
Bank.
3. Binding Effect. This Agreement shall become effective when it shall
have been executed by each Borrower, and the Bank, and thereafter shall be
binding upon and inure to the benefit of each Borrower, the Bank and their
respective successors and assigns.
4. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania, without giving
effect to its choice of the law doctrine.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be executed the day and year first above
written.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. Vice President
SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
Name/Title: Xxxxxxx X. Xxxxx, Assistant Vice President
ACKNOWLEDGEMENT AND CONSENT
The Undersigned Guarantors hereby acknowledge and consent to the
foregoing Agreement and agree that the foregoing Agreement 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 SOFTWARE & TECHNOLOGY SERVICES, INC.
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. Vice President
SCT UTILITY SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. Vice President
SCT PUBLIC SECTOR, INC.
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. Vice President
SCT FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. Vice President
SCT INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxxx
Name/Title: Sr. Vice President
