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CHAR1\531974_ 3
CHAR1\531974_ 3
THIRD AMENDMENT TO TERM LOAN AGREEMENT
This Amendment, dated as of April 24, 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 Term Loan Agreement
dated as of November 5, 1999, as amended by a First Amendment to Credit
Agreement dated as of February 10, 2000, as amended by a Second Amendment to
Term Loan Agreement dated as of March 30, 2000 (the "Credit Agreement") pursuant
to which the Banks extended a term loan. 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 certain provisions of the
Credit Agreement 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 1.1. (a) The definition of "Consolidated
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Adjusted Cash Flow" is hereby amended by adding the following sentence to the
end thereof:
For the purposes of Section 5.21 only, Consolidated Adjusted Cash Flow shall be
measured on a quarterly basis.
(b) The definition of "Consolidated Net Income" is hereby amended by adding
the following sentence to the end thereof:
For the purposes of Section 5.21 only, Consolidated Net Income shall be measured
on a quarterly basis.
2. Amendment of Section 5.11. Section 5.11 of the Credit Agreement is
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hereby amended and restated as follows:
Leverage Ratio Leverage Ratio. The Borrower shall not be required to maintain
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any certain Leverage Ratio at any time from March 31, 2000 through and including
December 30, 2000. The Borrower will not permit the Leverage Ratio at any time
from December 31, 2000 and thereafter, to exceed 2.5:1.0.
3. Addition of New Section 5.21. A new Section 5.21 is hereby added as
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follows:
SECTION 5.21. Consolidated Adjusted Cash Flow.
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Consolidated Adjusted Cash Flow. The Borrower will cause Consolidated Adjusted
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Cash Flow minus Capital Expenditures to equal or exceed the following amounts
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for the quarterly period ending on each of the following dates: March 31, 2000,
($2,000,000), (ii) June 30, 2000, $15,000,000, and (iii) September 30, 2000,
$30,000,000.
B. REPRESENTATIONS AND WARRANTIES
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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
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This Amendment will become effective as of March 31, 2000 upon execution by
the Required Banks (the "Effective Date"). The Borrower shall provide to the
Agent in form and substance satisfactory to the Agent, the following:
1. Execution of Counterparts of Amendment. The Agent shall have
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received counterparts (or other evidence of execution, including telephonic
message, satisfactory to the Agent) of this Amendment, which collectively shall
have been duly executed on behalf of each of the Borrower, the Guarantors (other
than Policy Management Systems Investments, Inc., whose executed counterpart
shall not be required to be delivered to the Agent until April 30, 2000), the
Banks and the Agent;
2. Other Items. The Agent shall have received such other documents,
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agreements or information which may be reasonably requested by the Agent.
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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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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