EXHIBIT 10.1.8
Greyrock
Business
Credit
A NationsBank Company
SECOND AMENDMENT TO LOAN DOCUMENTS
BORROWER: TSW INTERNATIONAL, INC.
ADDRESS: 0000 XXXXX XXXXX XXXXXXX
XXXXXXX, XXXXXXX 00000
DATE: APRIL 3, 1997
THIS AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered into
between GREYROCK BUSINESS CREDIT, a Division of NationsBank Commercial
Corporation ("GBC"), whose address is 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxx Xxxxxxx, Xxxxxxxxxx 00000, and the Borrower named above ("Borrower").
The Parties agree to amend and supplement the Loan and Security
Agreement between them, dated November 17, 1995 and amended on August 1, 1996
(as amended the "Loan Agreement"), effective as of the date set forth above,
as follows. (This Amendment, the Loan Agreement, any prior written amendments
to said agreements signed by GBC and the Borrower, and all other written
documents and agreements between GBC and the Borrower are referred to herein
collectively as the "Loan Documents." Capitalized terms used but not defined
in this Amendment shall have the meanings set forth in the Loan Agreement.)
1. AMENDMENT TO CREDIT LIMIT. Provided that (i) Borrower executes and
delivers the documents and instruments listed below, (ii) GBC has received,
in form and substance satisfactory to it, results of such lien searches as it
shall request, and evidence of all filings and other actions as it shall
require to perfect and continue perfected its first priority security
interest in the Collateral (as defined below), (iii) Borrower has paid the
line increase fee referred to below, and (iv) no Default or Event of Default
has occurred or is continuing (after and giving effect to the amendments
contemplated hereby), Section 1 ("Credit Limit") of the Schedule to the Loan
Agreement is amended and restated in its entirety to read as follows:
(Section 1.1): An amount not to exceed the lesser of (1) and (2) below:
(1) $20,000,000 at any one time outstanding; and
(2) an amount equal to the sum of the following
(without duplication):
(i) an amount equal to 80% of Borrower's Eligible
Receivables (as defined in Section 8 above): plus
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GREYROCK BUSINESS CREDIT AMENDMENT TO LOAN DOCUMENTS
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(ii) the amount from time to time outstanding under
the Term Note (as defined below): plus
(iii) if requested by Borrower, and if deemed eligible
for borrowing by GBC in its sole judgment, an
amount not to exceed the lesser of (A) $9,000,000
at any one time outstanding and (B) an amount equal
to 60% of Unbilled Receivables (as defined below)
of the Borrower; plus
(iv) an amount not to exceed the lesser of (A)
$1,000,000 at any one time outstanding and (B) an
amount equal to (1) 60% of Eligible Receivables of
the UK Sub (as defined below), and (2) if requested
by Borrower, and if deemed eligible for borrowing
by GBC in its sole judgment, 45% of Unbilled
Receivables of the UK Sub; plus
(v) an amount not to exceed the lesser of (A)
$1,000,000 at any one time outstanding and (B) an
amount equal to 60% of Eligible Receivables of the
Australian Sub (as defined below).
The availability of any Loans under the amended Credit Limit set forth
above shall be subject to the condition precedent that GBC shall have
received each of the following, in form and substance satisfactory to GBC and
its counsel:
(i) a certificate of the Secretary or other appropriate officer of the
Borrower certifying (A) the resolutions and other actions taken or adopted by
the Borrower authorizing the execution, delivery and performance of this
Amendment, and (B) the incumbency, authority and signatures of each officer
of the Borrower authorized to execute and deliver this Amendment and act with
respect thereto;
(ii) the UK Consent (as defined below), in form and substance attached
hereto, duly executed by the UK Sub;
(iii) the Australian Consent (as defined below), in form and substance
attached hereto, duly executed by the Australian Sub; and
(iv) the shareholder consent, in form and substance attached hereto,
duly executed by Warburg, Xxxxxx & Co.
As used herein, the following terms have the following meanings:
"AUSTRALIAN CONSENT" means the Consent to Amendment of the Australian
Sub in favor of GBC, in form and substance satisfactory to GBC.
"AUSTRALIAN SUB" means TSW International Pty Ltd.
"TERM NOTE" means the Secured Promissory Note, in favor of GBC, in the
original principal amount of $2,000,000, dated August 1, 1996.
"UK CONSENT" means the Consent to Amendment executed by the UK Sub in
favor of GBC, in form and substance satisfactory to GBC.
"UK SUB" means TSW International Ltd.
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GREYROCK BUSINESS CREDIT AMENDMENT TO LOAN DOCUMENTS
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"UNBILLED RECEIVABLES" means Receivables with respect to which the
invoice and other necessary billing documentation have not been submitted to
the applicable Account Debtor in connection with a completed (or contracted)
sale of goods, rendition of services or licensing of software but which
otherwise qualify as Eligible Receivables for purposes of the Loan Agreement.
2. LINE INCREASE FEE. In connection with this Amendment, Borrower
agrees to pay a line increase fee of $50,000 due simultaneously herewith.
3. AMENDMENT OF SCHEDULE TO LOAN AGREEMENT. Section 4 of the Schedule
to the Loan Agreement is amended by deleting "November 30, 1996" and
inserting "March 31, 1998" in its place.
4. REPRESENTATIONS TRUE. To induce GBC to enter into this Amendment,
the Borrower hereby confirms and restates, as of the date hereof, the
representations and warranties made by it in Section 3 of the Loan Agreement.
For the purposes of this Section 4 each reference in Section 3 of the Loan
Agreement to "this Agreement," and the words "hereof," "herein," "hereunder,"
or words of like import in such Section, shall mean and be a reference to the
Loan Agreement as amended by this Amendment.
5. GENERAL PROVISIONS. GBC's execution and delivery of, or acceptance
of, this Amendment and any other documents and instruments in connection
herewith shall not be deemed to create a course of dealing or otherwise
create any express or implied duty by it to provide any other or further
amendments, consents or waivers in the future. This Amendment, the Loan
Agreement, and the other Loan Documents set forth in full all of the
representations and agreements of the parties with respect to the subject
matter hereof and supercede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended and supplemented, all of the terms
and provisions of the Loan Agreement and the other Loan Documents shall
continue in full force and effect and the same are hereby ratified and
confirmed. This Amendment forms part of the Loan Agreement and the terms of
the Loan Agreement are incorporated herein by reference.
BORROWER: GBC:
TSW INTERNATIONAL, INC. GREYROCK BUSINESS CREDIT,
A DIVISION OF NATIONSCREDIT
COMMERCIAL CORPORATION
BY /s/ Xxxxxxxxxxx X. Xxxx BY /s/ [Illegible]
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PRESIDENT OR VICE PRESIDENT TITLE
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BY /s/ XXXX XXXXXXX
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SECRETARY OR ASS'T SECRETARY
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