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267015v4
267015v4
SECOND AMENDMENT TO CREDIT AGREEMENT
This Amendment, dated as of February 10, 2000 (this "Amendment") is entered
into by and among Policy Management Systems Corporation, a South Carolina
corporation (the "Borrower"), the financial institutions parties to this
Agreement (collectively, the "Banks"; individually, a "Bank") and Bank of
America, N.A. (formerly known as Bank of America National Trust and Savings
Association), as Agent (the "Agent").
RECITALS
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The Borrower, the Agent and the Banks are parties to a Credit Agreement
dated as of August 8, 1997, as amended by a First Amendment to Credit Agreement
dated as of November 5, 1999 (the "Credit Agreement") pursuant to which the
Banks extended a revolving facility. Capitalized terms used and not otherwise
defined or amended in this Amendment shall have the meanings respectively
assigned to them in the Credit Agreement.
The Borrower has requested that the Banks modify the Leverage Ratio set
forth in the Credit Agreement. In order to induce the Banks to agree to the
foregoing, the Banks have requested, and the Borrower has agreed, that the
Borrower will pay an amendment fee and modify the pricing. The Borrower has
requested that the Banks enter into this Amendment in order to approve and
reflect the foregoing, and the Banks have agreed to do so, all upon the terms
and provisions and subject to the conditions hereinafter set forth.
AGREEMENT
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In consideration of the foregoing and the mutual covenants and agreement
hereinafter set forth, the parties hereto mutually agree as follows:
A. AMENDMENTS
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1. Amendment of Section 5.1. Section 5.1 is hereby amended by adding new
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Section 5.1(j):
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"(j) Annually, within 5 days of its receipt by the Borrower, the
management letter provided by the Borrower's independent public accountants to
the audit committee of the Borrower's Board of Directors."
2.
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Amendment of Section 5.11 Section 5.11 of the Credit Agreement is hereby
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amended and restated as follows:
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The Borrower will not permit the Leverage Ratio at any time from December
31, 1999 through and including May 31, 2000 to exceed 3.5:1.0 and at any time
thereafter, to exceed 2.5:1.0.
3. Amendment to Pricing Schedule. The Pricing Schedule shall be amended and
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restated retroactively through January 1, 2000 as per the attachment
hereto.
B. REPRESENTATIONS AND WARRANTIES
--------------------------------
The Borrower hereby represents and warrants to the Agent and Banks that:
1. After giving effect to this Amendment, no Event of Default specified
in the Credit Agreement and no event which with notice or lapse of time or both
would become such an Event of Default has occurred and is continuing;
2. After giving effect to this Amendment, the representations and
warranties of the Borrower pursuant to the Credit Agreement are true on and as
of the date hereof as if made on and as of said date; and
3. The making and performance by the Borrower of this Amendment have
been duly authorized by all necessary corporate action.
C. EFFECTIVENESS; CONDITIONS
--------------------------
This Amendment will become effective as of December 31, 1999 upon execution
by the Required Banks. The Borrower shall provide to the Agent in form and
substance satisfactory to the Agent, no later than February 18, 2000, all of the
following:
1. A copy of a resolution passed by the Board of Directors of the
Borrower, certified by the Secretary or an Assistant Secretary of the Borrower
as being in full force and effect on the date hereof, authorizing the execution,
delivery and performance of the Credit Agreement as hereby amended.
2. A certificate of incumbency certifying the names of the officers of
the Borrower authorized to sign this Amendment, together with the true
signatures of such officers.
3. Executed counterparts of this Amendment.
Borrower shall pay the Agent for the account of the consenting Banks an
amendment fee equal to 0.30% payable to the Banks on February 11, 2000 in
accordance with their Pro Rata Share.
D. MISCELLANEOUS
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1. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with same effect as if the signatures thereto and
hereto were upon the same instrument.
2. Except as herein specifically amended, all terms, covenants and
provisions of the Credit Agreement shall remain in full force and effect and
shall be performed by the parties hereto according to its terms and provisions
and all references therein or in the Exhibits shall henceforth refer to the
Credit Agreement as amended by this Amendment.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written.
POLICY MANAGEMENT SYSTEMS
CORPORATION
By:_/S/ Stephen G. Morrison
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Title: Executive Vice President
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And General Counsel
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BANK OF AMERICA, N.A.
By:/S/ Michael J. McKenney
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Title: Managing Director
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WACHOVIA BANK, N.A.
By:/S/Donald E. Sellers, Jr.
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Title: Vice President
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FIRST UNION NATIONAL BANK
By:/S/Franklin M. Wesssinger
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Title: Senior Vice President
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DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /S/ Susan M. O'Connor
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Title: Director
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By: /S/ Susan L. Pearson
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Title: Director
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DAI-ICHI KANGYO BANK, LTD.
By: /S/ Nelson Chang
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Title: Assistant Vice President
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THE FUJI BANK, LIMITED
By: /S/ Raymond Ventura
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Title:Vice President & Manager
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ACKNOWLEDGED AND AGREED:
POLICY MANAGEMENT SYSTEMS
CORPORATION
CYBERTEK CORPORATION
PMSC LIMITED
CYBERTEK SOLUTIONS, L.P.
By: POLICY MANAGEMENT
SYSTEMS CORPORATION;
Its General Partner
THE LEVERAGE GROUP
By: /S/ Stephen G. Morrison
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Title: Secretary
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BANK OF AMERICA, N.A.
By:/S/ Michael J. McKenney
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Title: Managing Director
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ACKNOWLEDGED AND AGREED:
POLICY MANAGEMENT SYSTEMS
INVESTMENTS, INC.
By: /S/ Elizabeth Powers
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Title: President
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PRICING SCHEDULE
Each of "Eurodollar Margin" and "Facility Fee Rate" means, for any date,
the rates set forth below:
Euro-Dollar Margin 1.375%
Facility Fee Rate 0.375%