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EXHIBIT 10.14
FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT
(AND WAIVER)
THIS AMENDMENT is entered into as of July 29, 1997, to be effective as
of July 30, 1997, between AFFILIATED COMPUTER SERVICES, INC., a Delaware
corporation ("BORROWER"), certain Lenders, XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Agent for Lenders ("AGENT"), and BANK ONE, TEXAS, N.A., as
Co-Agent for Lenders.
Borrower, Agent, Co-Agent, and certain Lenders are party to the
Restated Credit Agreement (as renewed, extended, and amended, the "CREDIT
AGREEMENT") dated as of June 20, 1996, providing for a $160,000,000 revolving
credit facility. Borrower, Agent, and Lenders have agreed, upon the following
terms and conditions, to amend the Credit Agreement to provide for (a) an
increase in the maximum amount available under the facility, (b) modification
to the maturity and pricing of the facility, (c) deletion of certain financial
covenants, (d) an increase to the amount of expenditures allowed to be made in
connection with certain acquisitions, and (e) certain other amendments and
modifications as more particularly set forth herein.
Accordingly, for adequate and sufficient consideration, Borrower,
Agent, and Lenders agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this
amendment (a) terms defined in the Credit Agreement have the same meanings when
used in this amendment and (b) references to "Sections," "Schedules," and
"Exhibits" are to the Credit Agreement's sections, schedules, and exhibits.
2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is
amended as follows:
(A) SECTION 1.1 is amended by deleting the
definitions of "COMMITMENT REDUCTION AMOUNT," "COMMITMENT REDUCTION
DATE," "FINAL MATURITY DATE," and "TERM LOAN."
(B) SECTION 1.1 is further amended by entirely
amending the definition of "APPLICABLE MARGIN," as follows:
APPLICABLE MARGIN means, for any day, the margin of
interest over LIBOR that is applicable when LIBOR is
determined under this agreement. The Applicable Margin is
subject to adjustment (upwards or downwards, as appropriate)
based on the Funded Debt/EBITDA Ratio as stated in the table
below:
Funded Debt/EBITDA Ratio Applicable Margin for
LIBOR Borrowings
Greater than or equal to 2.50 to 1.00 0.875%
Less than 2.50 to 1.00, but greater than or equal to 2.00 0.625%
to 1.00
Less than 2.00 to 1.00, but greater than or equal to 1.50 0.500%
Less than 1.50 to 1.00, but greater than or equal to 1.00 0.375%
to 1.00
Less than 1.00 to 1.00 0.300%
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The Funded Debt/EBITDA Ratio shall be calculated quarterly on
a consolidated basis for the Companies on the last day of each
March, June, September and December, commencing June 30, 1997,
based upon the most recently furnished Financials under
SECTION 8.1 and any related Compliance Certificate, and shall
apply to all Interest Periods commencing after the delivery of
such Financials, until recalculated in accordance with this
paragraph. If Borrower fails to furnish to Agent any such
Financials and any related Compliance Certificate when
required to pursuant to SECTION 8.1, then the maximum
Applicable Margin shall apply to all Interest Periods
commencing after the date upon which such Financials were due
until Borrower furnishes the required Financials and any
related Compliance Certificate to Agent and shall apply from
and as of each date of calculation until the following date of
calculation.
(C) SECTION 1.1 is further amended by entirely amending
the table at the end of the definition of "APPLICABLE PERCENTAGE," as
follows:
================================================================================
Funded Debt/EBITDA Ratio Applicable Percentage
================================================================================
Greater than or equal to 2.50 to 1.00 0.250%
--------------------------------------------------------------------------------
Less than 2.50 to 1.00, but greater than or equal to 2.00 0.200%
--------------------------------------------------------------------------------
Less than 2.00 to 1.00, but greater than or equal to 1.50 0.150%
--------------------------------------------------------------------------------
Less than 1.50 to 1.00 0.125%
================================================================================
(D) SECTION 1.1 is further amended by entirely amending
the following definitions:
COMMITMENT means, at any time and for any Lender, the
product of (a) that Lender's Commitment Percentage multiplied
by (b) the Total Commitment then in effect, which Commitment
is subject to reduction and cancellation as provided in
SECTION 2.6.
DIVESTITURE SUBSIDIARY means, at any time, any
Subsidiary that (a) has assets representing less than 5% of
the Companies' consolidated total assets (measured as of the
date of consummation of any issuance, sale, or disposition of
such Subsidiary's securities described in SECTION 9.9(B)), and
(b) contributed less than 5% to the Companies' consolidated
EBITDA for the most recent reporting period of Borrower.
FUNDED DEBT means -- at any time, on a consolidated
basis, and without duplication -- the sum of: (a) all
obligations for borrowed money (whether as a direct obligor on
a promissory note, bond, debenture or other similar
instrument, as a contingent obligation for undrawn and
uncancelled letters of credit or similar instruments, as a
reimbursement obligor for a drawing under a letter of credit
or similar instrument, or as any other type of obligor), plus
(b) all Capital Lease obligations (other than the interest
component of such obligations) of any Company minus (c) the
total-principal amount outstanding under the ATM Facility,
minus (d) obligations of Borrower under letter of credit
number NZS241764 issued by Xxxxx Fargo Bank (Texas), National
Association for the benefit of The Aetna Casualty and Surety
Company.
MATERIAL AGREEMENT means any written or oral
agreement, contract, commitment or understanding under which
any Company is obligated to make payments in excess of
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$10,000,000 in any fiscal year or is entitled to receive
revenues in any fiscal year in excess of 5% of Borrower's
consolidated annual revenues for such year.
MATURITY DATE means July 30, 2002.
SUBJECT SECURITIES ISSUANCE means any issuance by
Borrower of its debt or equity securities.
TOTAL COMMITMENT means, at any time, the maximum
Commitment Usage allowed under the Revolving Facility, which
amount shall initially be $200,000,000, as such amount may be
reduced from time to time pursuant to SECTION 2.6.
WHOLLY-OWNED SUBSIDIARY means any Company, other than
Borrower or any Company listed on SCHEDULE 7.7, with respect
to which 100% of the issued and outstanding shares of capital
stock or similar voting interests (excluding shares of capital
stock held under employee stock option plans) of such Company
is owned by another Company.
(E) SECTION 3.2(A) is amended by deleting the phrase, "on
the Termination Date, and on the Final Maturity Date (if Borrower has
elected to convert the Principal Debt under the Revolving Facility as
provided in SECTION 3.2(B)(1))", from the end of that Section and
inserting the phrase, "and on the Termination Date", in its place.
(F) SECTION 3.2(B) is entirely amended, as follows:
(b) Principal. The Principal Debt is due and
payable on the Termination Date. Before the occurrence of the
Termination Date, Borrower may prepay, without penalty and in
whole or in part, the Principal Debt, so long as (i) each
voluntary partial prepayment must be in a principal amount not
less than $1,000,000 or a greater integral multiple of
$100,000, (ii) Borrower shall give prior written and
irrevocable notice to Agent (A) at least two Business Days
before any prepayment of a LIBOR Borrowing or (B) at least one
Business Day before any prepayment of a Base-Rate Borrowing,
and (iii) Borrower shall pay any related Funding Loss upon
demand. Conversions under SECTION 3.10 are not prepayments.
(G) SECTIONS 3.2(C) and 3.2(D) are deleted in their
entirety.
(H) SECTION 3.3 is entirely amended, as follows:
3.3 Interest Options. Borrowings under the
Revolving Facility (excluding Swing-Line Borrowings) shall
bear interest at an annual rate equal to the lesser of either
(i) the Base Rate or LIBOR plus the Applicable Margin (in each
case as designated or deemed designated by Borrower), as the
case may be, or (ii) the Maximum Rate. Each change in the
Base Rate and Maximum Rate is effective, without notice to
Borrower or any other Person, upon the effective date of
change.
(I) SECTION 4.4(B) is amended by deleting the surrounding
brackets from such section.
(J) CLAUSES (F) and (G) in the first sentence of SECTION
7.3 are entirely amended, as follows:
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(f) the percentage of shares of outstanding capital
stock (or similar voting interests) of each Subsidiary held by
Company, and (g) the Company holding such stock (or similar
voting interests).
(K) CLAUSE (c) in the second sentence of SECTION 7.3 is
entirely amended, as follows:
(c) not subject to (i) with respect to each
Subsidiary (other than The LAN Company) existing as of July
30, 1997, any warrants, options, or other acquisition Rights
of any Person that could result in the holders of such
warrants, options, or other acquisition Rights owning, in the
aggregate, at least 5% of the outstanding shares of capital
stock of the applicable Subsidiary, (ii) with respect to The
LAN Company and any Subsidiary formed or acquired after July
30, 1997, any warrants, options, or other acquisition Rights
of any Person that could result in the holders of such
warrants, options, or other acquisition Rights owning, in the
aggregate, at least 10% of the outstanding shares of capital
stock or (iii) any transfer restriction except restrictions
imposed by securities Laws and general corporate Laws.
(L) SECTIONS 7.17 (b), (c), and (d) are entirely amended,
as follows:
(b) hours worked by and payment made to the employees
of any Company or any predecessor of such Company have not
been in material violation of the Fair Labor Standards Act or
any other applicable Laws pertaining to labor matters, (c) all
material payments due from any Company for employee health and
welfare insurance, including, without limitation, workers
compensation insurance, have been paid or accrued as a
liability on its books, (d) the business activities and
operations of each Company are materially in compliance with
OSHA and other applicable health and safety Laws.
(M) SECTION 7.18 is amended by inserting the phrase, "To
the best of Borrower's knowledge, after exercise of due diligence"
immediately preceding CLAUSE (a) of such Section.
(N) SECTION 8.2 is entirely amended, as follows:
8.2 Use of Credit. Borrower shall, and shall
cause the Companies to, use LCs and the proceeds of Borrowings
only for the purposes represented in this agreement, provided
that notwithstanding anything herein to the contrary, Borrower
may also use the proceeds of the Revolving Facility (including
the Swing-Line Subfacility but excluding the LC Subfacility)
for the purpose of performing its payment obligations in
connection with ITEM 8 on SCHEDULE 9.2.
(O) SECTION 8.12(a) is entirely amended, as follows:
(a) not relocate its chief executive office or place
where its books and records are kept (except for the
relocation of its books and records to Borrower's chief
executive offices) unless prior thereto it gives Agent 30 days
prior written notice of such proposed location (including,
without limitation, the name of the county or parish and
state),
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(P) The table at the end of SECTION 9.3 is entirely
amended, as follows:
========================================================
FISCAL YEAR END MAXIMUM AMOUNT
========================================================
6/30/97 $65,000,000
--------------------------------------------------------
6/30/98 $75,000,000
--------------------------------------------------------
6/30/99 $75,000,000
--------------------------------------------------------
6/30/00 and thereafter $100,000,000
========================================================
(Q) SECTIONS 9.4, 10.2, and 10.5 are each deleted and
replaced with the bracketed phrase, "[INTENTIONALLY BLANK]."
(R) The first sentence of SECTION 9.7 is entirely
amended, as follows:
Except as disclosed on SCHEDULE 9.7, no Company may,
directly or indirectly, enter into any material transaction
(including, without limitation, the sale or exchange of
property or the rendering of service) with any of its
Affiliates, other than (a) transactions in the ordinary course
of business and upon fair and reasonable terms no less
favorable than could be obtained in an arm's-length
transaction with a Person that was not its Affiliate, (b)
transfers of assets to Borrower by any Subsidiary, and (c)
transfers of assets by Borrower or any other Subsidiary to any
Subsidiary party to a Guaranty.
(S) SECTION 9.9 is entirely amended, as follows:
9.9 Issuance of Securities.
(a) Borrower may not permit any
Subsidiary to, directly or indirectly, issue, sell,
or otherwise dispose of any carrying Rights,
warrants, options or other Rights to subscribe for or
purchase any such shares, other than (i) Rights under
existing employee stock option plans of any
Subsidiary or such Subsidiary employee stock option
plans which are hereafter created in the ordinary
course of business, (ii) with respect to each
Subsidiary (other than The LAN Company) existing as
of July 30, 1997, any warrants, options, or other
acquisition Rights of any Person that could not
result in the holders of such warrants, options, or
other acquisition Rights owning, in the aggregate, at
least 5% of the outstanding shares of capital stock
of the applicable Subsidiary, and (iii) with respect
to The LAN Company and any Subsidiary formed or
acquired after July 30, 1997, any warrants, options,
or other acquisition Rights of any Person that could
not result in the holders of such warrants, options,
or other acquisition Rights owning, in the aggregate,
at least 10% of the outstanding shares of capital
stock.
(b) Borrower may not permit any
Subsidiary to, directly or indirectly, issue, sell,
or otherwise dispose of any of its shares of capital
stock or other investment securities of any class, or
any securities convertible into or exchangeable for
any such shares, unless (i) such Subsidiary is party
to a Guaranty, and, after giving effect to such
issuance, sale, or disposition, such Subsidiary will
continue to be a Subsidiary of Borrower, or (ii) such
Subsidiary
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is a Divestiture Subsidiary and the aggregate amount
of assets owned by all Divestiture Subsidiaries
consummating a transaction permitted under this
SECTION 9.9(B)(II) as of the date of such issuance,
sale, or disposition does not exceed 5% of the
Companies' consolidated assets.
(T) SECTION 9.11 is entirely amended, as follows:
9.11 Disposition of Assets. No Company may,
directly or indirectly, sell, lease, or otherwise dispose of
all or any substantial or material assets, other than (a)
sales of inventory in the ordinary course of business, (b)
sales of equipment for a fair and adequate consideration,
provided that if any such equipment is sold, and a replacement
is necessary for the proper operation of the business of such
Company, such Company will replace such equipment, (c)
transfers of assets permitted under SECTION 9.7, and (d) other
dispositions of assets which do not in the aggregate exceed
$10,000,000 during any fiscal year of Borrower.
(U) The first sentence of SECTION 9.14 is entirely
amended, as follows:
No Company may change its fiscal year more than once
during the term of this agreement (except that a Subsidiary
may change its fiscal year at any time to match Borrower's
fiscal year), and then only after giving written notice of its
intent to make such change to Agent.
(V) SECTION 11.2 is entirely amended, as follows:
11.2 Covenants. Any Company's failure or
refusal to punctually and properly perform, observe, and
comply with any covenant (other than covenants to pay the
Obligation) applicable to it:
(a) In SECTIONS 8.1 through 8.4, 8.6 through
8.13, 9.1, 9.3(b), 9.4, 9.7, 9.9 through 9.14, and 9.16
through 9.19; or
(b) In SECTIONS 10.1, 10.3, or 10.4, and that
failure or refusal continues for twenty Business Days after
any Company has knowledge thereof (or for a period of twenty
days after knowledge of such failure or refusal would normally
have come to the attention of the chief financial officer of
such Company in the ordinary course of business); or
(c) In SECTIONS 8.5, 8.14, 9.3(a), 9.5, 9.6, 9.8,
9.15, or, if such Debt has been assumed in connection with an
acquisition, SECTION 9.2, and that failure or refusal
continues for thirty days after any Company has knowledge
thereof (or for a period of thirty days after knowledge of
such failure or refusal would normally have come to the
attention of the chief financial officer of such Company in
the ordinary course of business); or
(d) The failure or refusal of Borrower (and, if
applicable, any other Company) to punctually and properly
perform, observe, and comply with any other covenant,
agreement, or condition contained in any of the Loan Documents
to which such Company is a party, other than covenants listed
in CLAUSES (a) - (c) preceding, and such failure or refusal
continues for a period of ten days after any Company has
knowledge thereof (or
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for a period of ten days after knowledge of such failure or
refusal would normally have come to the attention of the chief
financial officer of such Company in the ordinary course of
business).
(W) The first sentence of SECTION 11.5 is entirely
amended, as follows:
Any Company fails to pay any judgment or order for
the payment of money in excess of $10,000,000 rendered against
it or any of its assets and enforcement proceedings shall have
been commenced by any creditor upon any such judgment or order
and remain unstayed.
(X) SECTION 11.8 is entirely amended, as follows:
11.8 Ownership of Companies.
(a) One or more Companies fail to own,
beneficially and of record, with power to vote, 100% of the
issued and outstanding shares of capital stock (or similar
voting interests) of the Wholly-Owned Subsidiaries, other
than Divestiture Subsidiaries.
(b) For Borrower's Subsidiaries that are not
Wholly-Owned Subsidiaries, (i) with respect to Subsidiaries
that are not Divestiture Subsidiaries, one or more Companies
fail to own, beneficially and of record, with power to vote,
more than 50% (or at least the percentage reflected on
SCHEDULE 7.3) of the issued and outstanding shares of capital
stock (or similar voting interests) of such Subsidiaries
sufficient to constitute control of such Subsidiary, or (ii)
such Subsidiaries incur Debt to any Person other than
Permitted Debt.
(Y) SECTION 11.10 is entirely amended, as follows:
11.10 Other Funded Debt. In respect of any Debt
(other than the Obligation) individually or collectively of at
least $3,000,000 (a) any default or other event or condition
occurs or exists (other than a mandatory prepayment as a
result of disposition of assets if permitted by the Loan
Documents) beyond the applicable grace or cure period (and
solely with respect to the Debt set forth in ITEM 8 of
SCHEDULE 9.2, such default or other event or condition
continues for twenty Business Days beyond such grace or cure
period) the effect of which is to cause or to permit any
holder of that Funded Debt to cause, whether or not it elects
to cause, any of that Funded Debt to become due before its
stated maturity or regularly scheduled payment dates, or (b)
any of that Debt is declared to be due and payable or required
to be prepaid by any Company before its stated maturity (and
solely with respect to the Debt set forth in ITEM 8 of
SCHEDULE 9.2, such prepayment is not made by Borrower within
twenty Business Days after such guaranty is called).
Notwithstanding the foregoing sentence, it shall not be a
Default if (y) either (i) the validity or amount of such
accelerated Debt is being contested in good faith by lawful
proceedings diligently conducted, or (ii) a nonappealable
judgment has been entered against any Company with respect to
such Debt, and such judgment is satisfied within ninety days
after it is entered, and (z) a reserve or other provision
required by GAAP has been made.
(Z) SECTION 11.14(b) is entirely amended, as follows:
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The occurrence of a default under any other Material
Agreement which results in the acceleration of payment of any
amounts payable by any Company in excess of $10,000,000.
Notwithstanding the foregoing sentence, it shall not be a
default if (y) either (i) the validity or amount of such
accelerated payment is being contested in good faith by lawful
proceedings diligently conducted, or (ii) a nonappealable
judgment has been entered against any Company with respect to
such Debt, and such judgment is satisfied within ninety days
after it is entered, and (z) a reserve or other provision
required by GAAP has been made.
(AA) CLAUSES (vi) and (vii) of SECTION 14.8(b) are deleted
and replaced by the following:
or (vi) changes this CLAUSE (b) or any other matter
specifically requiring the consent of all Lenders under this
agreement.
(BB) SCHEDULE 3.2 is deleted, and SCHEDULES 1, 7.3,
7.3(1), 7.7, 7.8, 7.14, 9.2, and 12.1(c) are entirely amended in the
form of, and all references to SCHEDULES 1, 7.3, 7.3(1), 7.7, 7.8,
7.14, 9.2, and 12.1(c) are changed to, the attached AMENDED SCHEDULES
1, 7.3, 7.3(1), 7.7, 7.8, 7.14, 9.2, and 12.1(c), respectively.
(CC) EXHIBITS A-1, C-1, and C-4 and are entirely amended
in the form of, and all references to EXHIBITS A-1, C-1, and C-4 are
changed to, the attached AMENDED EXHIBITS A-1, C-1, and C-4,
respectively.
3. WAIVER. Upon Borrower's previous request, Lenders waive any
Potential Default or Event of Default that may exist solely as a result of the
existence of Liens on certain assets of Intelligent Solutions, Inc. that are
not Permitted Liens, in violation of SECTION 9.5 of the Credit Agreement. This
waiver shall remain effective from the effective date of this amendment through
and including (but not after) August 30, 1997. Except as expressly stated,
this paragraph is not a waiver of existing or future Potential Defaults or
Events of Default or a waiver of Lenders' rights to insist upon compliance by
all other relevant parties with each Loan Document.
4. CONDITIONS PRECEDENT. PARAGRAPHS 2 and 3 above are not
effective until the later to occur of (a) July 30, 1997, or (b) the date Agent
receives (i) counterparts of this amendment executed by Borrower, Agent,
Co-Agent, and Lenders, and (ii) each document and other item listed on the
attached ANNEX A, each of which must be in form and substance acceptable to
Agent and its counsel.
5. RATIFICATIONS. Borrower (a) ratifies and confirms all
provisions of the Loan Documents as amended by this amendment, (b) ratifies and
confirms that all guaranties, assurances, and Liens granted, conveyed, or
assigned to Agent under the Loan Documents are not released, reduced, or
otherwise adversely affected by this amendment and continue to guarantee,
assure, and secure full payment and performance of the present and future
Obligation, and (c) agrees to perform such acts and duly authorize, execute,
acknowledge, deliver, file, and record such additional documents and
certificates as Agent may request in order to create, perfect, preserve, and
protect those guaranties, assurances, and Liens.
6. REPRESENTATIONS. Borrower represents and warrants to Agent
and Lenders that as of the date of this amendment (a) all representations and
warranties in the Loan Documents are true and correct in all material respects
except to the extent that (i) any of them speak to a different specific date or
(ii) the facts on which any of them were based have been changed by
transactions contemplated or permitted by the Credit Agreement, and (b) no
Material Adverse Event, Default or Potential Default exists.
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7. MISCELLANEOUS. All references in the Loan Documents to the
"Credit Agreement" refer to the Credit Agreement as amended by this amendment.
This amendment is a "Loan Document" referred to in the Credit Agreement, and
the provisions relating to Loan Documents in SECTIONS 1 and 14 of the Credit
Agreement are incorporated in this amendment by reference. Unless stated
otherwise (a) the singular number includes the plural and vice versa and words
of any gender include each other gender, in each case, as appropriate, (b)
headings and captions may not be construed in interpreting provisions, (c) this
amendment must be construed, and its performance enforced, under Texas law, (d)
if any part of this amendment is for any reason found to be unenforceable, all
other portions of it nevertheless remain enforceable, and (e) this amendment
may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.
8. ENTIRETIES. THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF
THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
9. PARTIES. This amendment binds and inures to Borrower, Agent,
Lenders, and their respective successors and assigns.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.
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EXECUTED as of the date first stated above.
AFFILIATED COMPUTER SERVICES, INC., XXXXX FARGO BANK (TEXAS), NATIONAL
as Borrower ASSOCIATION,
as Agent and a Lender
By By
--------------------------------- ---------------------------------------
Xxxxx Xxxxxxxx, Treasurer Xxxx X. Xxxxxxxx, Assistant
Vice President
BANK ONE, TEXAS, N.A.,
as Co-Agent and a Lender
By
---------------------------------------
Xxxx X. Xxxxxx, Vice President
First Amendment Signature Page
One of Four Pages
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EXECUTED as of the date first stated above.
THE FIRST NATIONAL BANK OF BANK OF TOKYO - MITSUIBISHI, LTD.,
CHICAGO, as a Lender as a Lender
By By
----------------------------------- ----------------------------------
Xxxx Xxxxx Name:
Vice President ---------------------------
Title:
--------------------------
SUNTRUST BANK, ATLANTA, as a Lender THE SANWA BANK LIMITED., as a Lender
By By
------------------------------------ -----------------------------------
Xxxxxx Xxxxx Xxxx Xxxxxx
Banking Officer Assistant Vice President
By TEXAS COMMERCE BANK NATIONAL
------------------------------------ ASSOCIATION, as a Lender
Xxxx Xxxxxx
Vice President
By
-----------------------------------
CREDIT LYONNAIS NEW YORK BRANCH, Xxxxxxx X. X'Xxxx, Vice President
as a Lender
By
------------------------------------
Xxxxxx X. Xxxx, First Vice President
and Co-General Counsel
First Amendment Signature Page
Two of Four Pages
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GUARANTOR CONSENT
To induce Agent, Co-Agent and Lenders to enter into this amendment, the
undersigned consent and agree (a) to its execution and delivery, (b) that this
amendment in no way releases, diminishes, impairs, reduces, or otherwise
adversely affects any guaranties, assurances, or other obligations or
undertakings of any of the undersigned under any Loan Documents, and (c) waive
notice of acceptance of this consent and agreement, which consent and agreement
binds the undersigned and its successors and permitted assigns and inures to
Agent, Co-Agent, and Lenders and their respective successors and permitted
assigns.
EXECUTED as of the date first stated above.
THE GENIX GROUP, INC., as a Guarantor GENIX CSI, INC., as a Guarantor
By By
----------------------------------- ------------------------------------
Name Name:
----------------------------- -----------------------------
Title: Title:
--------------------------- ----------------------------
GENIX CORPORATION, as a Guarantor ACS HEALTHCARE SERVICES, INC.,
as a Guarantor
By By
----------------------------------- ------------------------------------
Name Xxxxx Xxxxxxxx, Treasurer
-----------------------------
Title:
---------------------------
ACS EASTERN SERVICES, INC., ACS NATIONAL SYSTEMS, INC.,
as a Guarantor as a Guarantor
By By
----------------------------------- ------------------------------------
Xxxxx Xxxxxxxx, Treasurer Xxxxx Xxxxxxxx, Treasurer
SHARED AFFILIATED SERVICES, INC., 2828 NORTH XXXXXXX, INC., as a Guarantor
as a Guarantor
By By
----------------------------------- ------------------------------------
Name Name:
----------------------------- -----------------------------
Title: Title:
--------------------------- ----------------------------
First Amendment Signature Page
Three of Four Pages
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DATAPLEX CORPORATION, THE MONTEREY GROUP, INC., as a Guarantor
as a Guarantor
By By
---------------------------------- --------------------------------------
Xxxxx Xxxxxxxx, Treasurer Xxxxx Xxxxxxxx, Treasurer
HEALTHTECH ACQUISITION CORPORATION, TECHNICAL DIRECTIONS, INC., as a
as a Guarantor Guarantor
By By
---------------------------------- --------------------------------------
Xxxxx Xxxxxxxx, Treasurer Name
--------------------------------
Title
-------------------------------
INTELLIFILE, INC., as a Guarantor UNIBASE TECHNOLOGIES, INC., as a
Guarantor
By By
---------------------------------- --------------------------------------
Xxxxx Xxxxxxxx, Treasurer Name
--------------------------------
Title
-------------------------------
THE LAN COMPANY, INC., as a Guarantor
By
----------------------------------
Name
-----------------------------
Title
----------------------------
First Amendment Signature Page
Four of Four Pages
