EXHIBIT 4.9
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment dated as of July 26, 2007 between COMPUWARE CORPORATION, a
Michigan corporation (herein called "Company") and COMERICA BANK, a Michigan
banking corporation (herein called "Bank").
RECITALS:
A. Company and Bank entered into that certain Amended and Restated Credit
Agreement dated as of July 27, 2006 (the "Agreement").
B. Company and Bank desire to amend the Agreement as set forth below.
NOW, THEREFORE, the parties agree as follows:
1. The definition of "Maturity Date" in Section 1 of the Agreement is
amended by replacing the term "July 26, 2007" with the term "October
26, 2007."
2. Section 2 of the Agreement is amended to add the following Section
2.8:
"2.8 If at any time Bank and Company agree to extend the Maturity
Date of the credit facility hereunder (it being understood that
Bank, in its sole and unfettered discretion, may decline to so
extend the Maturity Date), in consideration of such extension,
Company shall pay Bank a facility fee equal to fifteen (15) basis
points per annum of the full principal amount of the Commitment
to be extended (whether used or unused), payable in advance and
calculated on the basis of the actual number of days elapsed in a
year of 360 days."
3. The above amendments shall be effective as of the date hereof upon
Bank's receipt of (a) this Amendment duly executed and delivered by
Company and Bank, (b) a facility fee in the amount of $37,500 payable
by Company to Bank, and (c) the opinion of Xxxxxx Xxxxxxxx, Jr.,
General Counsel and Secretary of the Company, as to the due
organization and good standing of the Company and the Guarantor, the
Company's and Guarantor's due authorization of this Amendment, this
Amendment's non-contravention with law or the terms of the Company's
and the Guarantor's respective organizational documents, any required
governmental consents or approvals and such other opinions as the Bank
may reasonably request.
4. Except as expressly modified hereby, all of the terms and conditions
of the Agreement shall remain full force and effect.
5. Company hereby represents and warrants that, after giving effect to
the amendments contained herein, (a) execution, delivery and
performance of this Amendment and any other documents
and instruments required under this Amendment or the Agreement are
within Company's corporate powers, have been duly authorized, are not
in contravention of law or the terms of Company's Articles of
Incorporation or Bylaws, and do not require the consent or approval of
any governmental body, agency, or authority; and this Amendment and
any other documents and instruments required under this Amendment or
the Agreement, will be valid and binding in accordance with their
terms; (b) the continuing representations and warranties of Company
set forth in Sections 6.1 through 6.10 of the Agreement are true and
correct on and as of the date hereof with the same force and effect as
if made on and as of the date hereof; and (c) no Default or Event of
Default has occurred and is continuing as of the date hereof. Without
limiting the foregoing and for the avoidance of doubt, Company hereby
represents and warrants that the execution, delivery and performance
of this Amendment are within Company's corporate powers, have been
duly authorized, are not in contravention of law or Company's
organizational documents or of the un-waived terms of any indenture,
agreement or undertaking to which Company is a party or by which it is
bound and do not require the consent or approval of any governmental
body, agency or authority; and this Amendment is the valid and binding
obligation of Company, enforceable against Company in accordance with
its terms.
6. This Amendment may be executed in counterparts as provided in Section
10.12 of the Agreement
Executed as of the date first written above.
COMERICA BANK COMPUWARE CORPORATION
By: /s/ Xxxxxxx X. X'Xxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxxxxx X. X'Xxxxxx Xxxxx Xxxxxxxx
Its: Vice President Its: Senior Vice President and
Chief Financial Officer
