SIXTH AMENDMENT TO CREDIT AGREEMENT
This Amendment, dated as of August 10, 2000 (this "Amendment") is entered
into by and among Policy Management Systems Corporation, a South Carolina
corporation (the "Borrower"), the Subsidiaries of the Borrower parties hereto
(the "Guarantors"), 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 Guarantors, 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, as amended by a Second Amendment
to Credit Agreement dated as of February 10, 2000, as amended by a Third
Amendment to Credit Agreement dated as of March 30, 2000, as amended by a Fourth
Amendment to Credit Agreement dated as of April 24, 2000, and as further amended
by a Consent, Waiver and Fifth Amendment to Credit Agreement dated as of July
14, 2000, (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 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.
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(a) Section 1.1(a) is hereby amended by adding the following
definition of "Base Rate Margin" to the definitions in the appropriate
alphabetical order:
"Base Rate Margin" means a rate per annum determined in accordance
with the Pricing Schedule.
(b) Section 1.1(a) is hereby amended by adding the following
definition of "Required Lenders" to the definitions in the appropriate
alphabetical order:
"Required Lenders" means the Required Banks.
2. Amendment of Section 2.8(a). Section 2.8(a) of the Credit Agreement
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is hereby amended by deleting the first sentence thereof in its entirety and
substituting the following therefor:
(a) Each Base Rate Committed Loan shall bear interest on the
outstanding principal amount thereof for each day from the date such Loan is
made until it becomes due, at a rate per annum equal to the sum of the Base Rate
plus the Base Rate Margin.
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3. Amendment to Section 5.12. Section 5.12 of the Credit Agreement is
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hereby amended and restated in its entirety to read as follows:
Minimum Consolidated Tangible Net Worth. At any date, Consolidated
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Tangible Net Worth will not be less than (i) $126,718,000 until September 29,
2000 and $196,718,000 on September 30, 2000 and thereafter plus on an annual
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basis (ii) beginning with the fiscal year beginning January 1, 1999, 50% of
Consolidated Net Income, if positive. There shall be excluded from the
calculation of Consolidated Tangible Net Worth (i) all acquisition related
charges of intangibles and any amounts that have been expended to repurchase
shares of the Borrower's common stock, in each case, since August 8, 1997 and
(ii) fees and expenses paid in connection with the termination of the merger
agreement with Welsh, Carson, Anderson & Stowe and accrued by the Borrower on
its income statement in accordance with GAAP in an amount not to exceed
$24,000,000.
4. Amendment to Section 5.22. Section 5.22 of the Credit Agreement is
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hereby amended and restated in its entirety to read as follows:
Consolidated Adjusted Cash Flow. The Borrower will cause
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Consolidated Adjusted Cash Flow minus Capital Expenditures to equal or exceed
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the following amounts for the quarterly period ending on each of the following
dates: (i) March 31, 2000, ($2,000,000), (ii) June 30, 2000, $10,000,000, and
(iii) September 30, 2000, $30,000,000, provided, however that for the purposes
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of either (ii) or (iii) above, such calculation shall exclude fees and expenses
paid in connection with the termination of the merger agreement with Welsh,
Carson, Anderson & Stowe and accrued by the Borrower on its income statement in
accordance with GAAP in an aggregate amount not to exceed $24,000,000.
5. Amendment to Pricing Schedule. The Pricing Schedule shall be amended
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and restated as per the attachment hereto.
B. REPRESENTATIONS AND WARRANTIES
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The Borrower and the Guarantors hereby represent and warrant 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 and the Guarantors 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 and the Guarantors 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 June 30, 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 August 15, 2000), the
Banks and the Agent.
2. Amendment Fee. The Borrower shall have paid an amendment fee to the
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Agent for the account of the consenting Banks equal to 0.10% of the Commitments
in accordance with their Pro Rata Share.
3. Other Fees. The Borrower shall have paid to the Agent all
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other fees due and payable to the Agent as agreed to by the Borrower.
4. Other Items. The Agent shall have received such other
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documents, 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.
BORROWER: POLICY MANAGEMENT SYSTEMS
CORPORATION
By:__/S/ Stephen G. Morrison______
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Title: Exec. Vice President and General Counsel
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GUARANTORS: MYND CORPORATION F/K/A CYBERTEK
CORPORATION
MYND INTERNATIONAL, LTD.
MYND PARTNERS, L.P. F/K/A CYBERTEK
SOLUTIONS, L.P.
By: POLICY MANAGEMENT
SYSTEMS CORPORATION, its General
Partner
MYND CORPORATION F/K/A DORN
TECHNOLOGY GROUP, INC.
MYND CORPORATION F/K/A THE LEVERAGE
GROUP, INC.
SOFTWARE SERVICES HOLDING, INC.
By: /S/ Stephen G. Morrison
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Title: Secretary________________________
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POLICY MANAGEMENT SYSTEMS
INVESTMENTS, INC.
By:/S/ Elizabeth D. Powers
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Title: President
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BANKS:
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: Senior 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/ David G. Dickinson, Jr.______
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Title: _Vice President_______________
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By:_/S/ Christoph Koch______________
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Title: __Vice President_______________
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DAI-ICHI KANGYO BANK, LTD.
By: /S/ Nelson Y. Chang
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Title: _ Vice President
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THE FUJI BANK, LIMITED
By: /S/ Raymond Ventura
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Title:
PRICING SCHEDULE
Each of "Base Rate Margin", "Euro-Dollar Margin" and "Facility Fee Rate"
means, for any date, the rates set forth below:
Base Rate Margin:
July 16, 2000 through October 15, 2000 1.00%
October 16, 2000 through July 1, 2001 2.00%
Euro-Dollar Margin:
July 16, 2000 through October 15, 2000 3.75%
October 16, 2000 through July 1, 2001 4.75%
Facility Fee Rate 0.50%