EXHIBIT C
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Amended and Restated Credit Agreement (the
"Credit Agreement") dated as of January 28, 1998 by and among Moldflow
Corporation, a Delaware corporation (the "Company"), and the lenders listed
on Schedule I thereto (the "Lenders"), is dated as of the 25th day of July,
1998 (the "First Amendment") by and among the Company and the Lenders, and
amends the Credit Agreement.
WHEREAS, the parties hereto desire to amend the Credit Agreement as
set forth herein;
NOW THEREFORE, the parties agree as follows.
1. Amendment of Credit Agreement. Schedule I of the Credit
Agreement is hereby replaced in its entirety by Schedule I in the form
attached hereto to reflect the increase in the Credit Commitment under the
Credit Agreement of Ampersand Specialty Material and Chemicals III, Limited
Partnership and Ampersand Specialty Materials and Chemicals III Companion
Fund, Limited Partnership (together, "Ampersand"), such increase to occur
concurrent with the transfer of capital stock of the Company held by JTC
Investment Management Pty Ltd ("JTC") and by Westpac Custodian Nominees
Limited as nominees for NJI No. 1(A) Investment Fund and NJI 1(B) Investment
Fund (together, "Westpac") as described in the Stock Purchase Agreement dated
as of the date hereof among Ampersand and the Shareholders named therein. The
parties hereto acknowledge and agree that (i) JTC and Westpac shall have no
future commitments under the Credit Agreement and (ii) JTC and Westpac are
hereby released from all future obligations under the Credit Agreement.
2. Counterparts. This First Amendment may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
1
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Credit Agreement to be executed as an instrument under seal as of the
date first set forth above.
SIGNED for and on behalf of MOLDFLOW )
CORPORATION )
in the presence of )
/s/ Xxxx Xxxxxx
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President
Xxxx Xxxxxx
President and CEO
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Name of president (print)
SIGNED for and on behalf of XXXXXX )
INVESTMENTS AUSTRALIA PTY LTD )
by a director in the presence of )
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Witness Director
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Name of witness (print) Name of director (print)
THE COMMON SEAL of HELMET )
INVESTMENTS AUSTRALIA PTY LTD is )
affixed in accordance with its articles of )
association in the presence of )
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Secretary Director
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Name of secretary (print) Name of director (print)
2
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Credit Agreement to be executed as an instrument under seal as of the
date first set forth above.
SIGNED for and on behalf of MOLDFLOW )
CORPORATION )
in the presence of )
---------------------------------------
President
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Name of president (print)
SIGNED for and on behalf of XXXXXX )
INVESTMENTS AUSTRALIA PTY LTD )
by a director in the presence of )
/s/ Xxxx Xxxxxx /s/ A. Xxxxxx Xxxxxx
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Witness Director
Xxxx Xxxxxx A. Xxxxxx Xxxxxx
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Name of witness (print) Name of director (print)
THE COMMON SEAL of HELMET )
INVESTMENTS AUSTRALIA PTY LTD is )
affixed in accordance with its articles of )
association in the presence of )
--------------------------------------- -------------------------------
Secretary Director
--------------------------------------- -------------------------------
Name of secretary (print) Name of director (print)
[Signature Page to the First Amendment]
2
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Credit Agreement to be executed as an instrument under seal as of the
date first set forth above.
SIGNED for and on behalf of MOLDFLOW )
CORPORATION )
in the presence of )
---------------------------------------
President
---------------------------------------
Name of president (print)
SIGNED for and on behalf of XXXXXX )
INVESTMENTS AUSTRALIA PTY LTD )
by a director in the presence of )
--------------------------------------- -------------------------------
Witness Director
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Name of witness (print) Name of director (print)
THE COMMON SEAL of HELMET )
INVESTMENTS AUSTRALIA PTY LTD is )
affixed in accordance with its articles of ) [SEAL]
association in the presence of )
/s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxxxx
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Secretary Director
Xxxxxxx Xxxxx Xxxxx Xxxxxxx
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Name of secretary (print) Name of director (print)
[Signature Page to the First Amendment]
2
SIGNED for and on behalf of FLOATFLOW ) [SEAL]
PTY LTD by a director in the presence of )
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxxx
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Witness Director
Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx
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Name of witness (print) Name of director (print)
THE COMMON SEAL of JTC )
INVESTMENT MANAGEMENT PTY LTD is )
affixed in accordance with its articles of )
association in the presence of )
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Secretary Director
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Name of secretary (print) Name of director (print)
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (as )
nominee for NJI No. 1(A) Investment Fund) )
is affixed in accordance with its articles of )
association in the presence of )
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Secretary Director
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Name of secretary (print) Name of director (print)
[Signature Page to Consent and Second Amendment]
3
SIGNED for and on behalf of FLOATFLOW )
PTY LTD by a director in the presence of )
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Witness Director
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Name of witness (print) Name of director (print)
THE COMMON SEAL of JTC )
INVESTMENT MANAGEMENT PTY is ) [SEAL]
affixed in accordance with its articles of )
association in the presence of )
/s/ Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxx
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Secretary Director
Xxxxxx Xxxxx Xxxxxxx Xxxxxxx
--------------------------------------- -------------------------------
Name of secretary (print) Name of director (print)
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (as )
nominee for NJI No. 1(A) Investment Fund) )
is affixed in accordance with its articles of )
association in the presence of )
--------------------------------------- -------------------------------
Secretary Director
--------------------------------------- -------------------------------
Name of secretary (print) Name of director (print)
4
SIGNED for and on behalf of FLOATFLOW )
PTY LTD by a director in the presence of )
--------------------------------------- -------------------------------
Witness Director
--------------------------------------- -------------------------------
Name of witness (print) Name of director (print)
THE COMMON SEAL of JTC )
INVESTMENT MANAGEMENT PTY is )
affixed in accordance with its articles of )
association in the presence of )
--------------------------------------- -------------------------------
Secretary Director
--------------------------------------- -------------------------------
Name of secretary (print) Name of director (print)
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (as ) [SEAL]
nominee for NJI No. 1(A) Investment Fund) )
is affixed in accordance with its articles of )
association in the presence of )
/s/ Xxxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx
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Secretary Director
Xxxxxxxx Xxxxxx Xxxx Xxxxxxx
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Name of secretary (print) Name of director (print)
[Signature Page to the First Amendment]
5
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (AS ) [SEAL]
NOMINEE FOR NJI NO. 1 (B) INVESTMENT FUND) )
is affixed in accordance with its articles of )
association in the presence of )
/s/ Xxxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx
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Secretary Director
Xxxxxxxx Xxxxxx Xxxx Xxxxxxx
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Name of secretary (print) Name of director (print)
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS II, LIMITED PARTNERSHIP )
by its general partner ASMC II Management )
Company LP by its general partner )
ASMC-II MCLP LLP )
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General Partner
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Name (print)
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS III, LIMITED PARTNERSHIP )
by its general partner ASMC III Management )
Company LP by its general partner )
ASMC-II MCLP LLP )
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General Partner
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Name (print)
[Signature Page to the First Amendment]
6
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (AS )
NOMINEE FOR NJI NO. 1 (B) INVESTMENT FUND) )
is affixed in accordance with its articles of )
association in the presence of )
--------------------------------------- -------------------------------
Secretary Director
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Name of secretary (print) Name of director (print)
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS II, LIMITED PARTNERSHIP )
by its general partner ASMC II Management )
Company LP by its general partner )
ASMC-II MCLP LLP )
/s/ Xxxxxxx X. Xxx
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By: Xxxxxxx X. Xxx
Its: General Partner
Xxxxxxx X. Xxx
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Name (print)
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS III, LIMITED PARTNERSHIP )
by its general partner ASMC III Management )
Company LP by its general partner )
ASMC-II MCLP LLP )
/s/ Xxxxxxx X. Xxx
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By: Xxxxxxx X. Xxx
Its: General Partner
Xxxxxxx X. Xxx
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Name (print)
[Signature Page to the First Amendment]
4
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS III COMPANION FUND )
LIMITED PARTNERSHIP by its general )
partner ASMC III Management Company LP )
by its general partner ASMC-III MCLP LLP )
/s/ Xxxxxxx X. Xxx
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By: Xxxxxxx X. Xxx
Its: General Partner
Xxxxxxx X. Xxx
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Name (print)
SIGNED for and on behalf of XXXXX & )
XXXXX, INC. )
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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Name (print)
[Signature Page to the First Amendment]
5
SCHEDULE I
MOLDFLOW CORPORATION
TABLE OF SHAREHOLDER LOAN PARTICIPATION
25-AUG-98
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ALLOCABLE CREDIT ADVANCE
PERCENTAGE COMMITMENT AMOUNT
USD USD
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PRINCIPAL AMOUNT: $1,000,000 $500,000
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LENDERS:
Xxxxxx Investments Australia Pty. Ltd. 4.36% $ 46,289 $ 23,145
Helmet Investments Australia Pty. Ltd. 4.36% $ 46,289 $ 23,145
Floatflow Pty. Ltd. 4.36% $ 46,289 $ 23,145
Total Non-Ampersand $ 138,867
Ampersand Specialty Materials and
Chemicals II 31.16% $ 311,627 $155,814
Ampersand Specialty Materials and
Chemicals III 54.59% $ 545,945 $272,973
Ampersand Specialty Materials and
Chemicals III Companion Fund 0.36% $ 3,561 $ 1,780
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Total Ampersand $ 861,133 $430,566
TOTAL ALLOCABLE PERCENTAGE 100%
TOTAL LOAN COMMITMENT $1,000,000 $500,000
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