CONSENT AND WAIVER
This Consent and Waiver, dated as of June 19, 2000 (this "Consent"),
relating to the Credit Agreement referenced below 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 hereto (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, the Guarantors 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, a Second Amendment to Credit
Agreement dated as of February 10, 2000, a Third Amendment to Credit Agreement
dated as of March 30, 2000 and a Fourth Amendment to Credit Agreement dated as
of April 24, 2000 (the "Credit Agreement") pursuant to which the Banks extended
a revolving facility. Capitalized terms used and not otherwise defined in this
Consent shall have the meanings respectively assigned to them in the Credit
Agreement.
The Borrower has requested that the Banks provide a consent and waiver
under 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:
1. We understand that the Borrower intends to incur indebtedness, which
will be subordinate to all indebtedness owing under the Credit Agreement and the
Term Loan, in an aggregate principal amount of up to $24,000,000 (the
"Subordinated Loan") and to use the proceeds of such Subordinated Loan to pay
the fee (together with related expenses of both Politic Acquistion Corp. and
Welsh Carson Anderson & Stowe VIII) to Welsh Carson Anderson & Stowe, L.P. or
Politic Acquisition Corp. (or its designated beneficiary) as required under the
Amended and Restated Agreement and Plan of Merger between Politic Acquisition
Corp. and the Borrower (such fee hereinafter referred to as, the "Break-up
Fee"). Section 2.11(c) of the Credit Agreement requires that the Borrower apply
100% of the net cash proceeds of any issuance of debt securities for cash to
prepay the Term Loan. As the payment of the Break-up Fee with the proceeds of
the Subordinated Loan by the Borrower would otherwise violate the provisions of
Section 2.11(c), the Banks, effective as of the date hereof, hereby (a) consent
to payment by the Borrower of the Break-up Fee with the proceeds of the
Subordinated Loan, and (b) grant a limited one-time waiver of any Default or
Event of Default that would otherwise arise pursuant to Section 2.11(c),
provided that the Subordinated Loan shall be subordinated to the indebtedness
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owing under the Credit Agreement and the Term Loan on terms and conditions and
pursuant to documentation satisfactory in all respects to the Agent.
2. The Borrower and the Guarantors hereby represent and warrant to the
Agent and Banks that (i) after giving effect to this Consent, no Default or
Event of Default has occurred and is continuing; (ii) after giving effect to
this Consent, 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 (iii) the making and performance
by the Borrower and the Guarantors of this Consent have been duly authorized by
all necessary corporate action.
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3. This Consent 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.
4. 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 modified by this Consent.
5. This Consent shall be governed by and construed in accordance with
the laws of the State of New York.
6. The parties hereto agree that Policy Management Systems Investments, Inc.
shall execute this Consent by or on June 28, 2000 and the failure by them to so
execute this Consent by such date shall be an Event of Default under the Credit
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Consent as of the date first written.
BORROWER: POLICY MANAGEMENT SYSTEMS
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CORPORATION
By:/S/ Stephen G. Morrison
--------------------------
Title: Exec. Vice President, General Counsel
-----------------------------------------
and Secretary
--------------
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
--------------------------
Title: Exec. Vice President, General Counsel
-----------------------------------------
and Secretary
--------------
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- - ------
POLICY MANAGEMENT SYSTEMS
INVESTMENTS, INC.
By: /S/ Elizabeth D. Powers
--------------------------
Title: President
---------
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BANKS: BANK OF AMERICA, N.A.
- - -----
By:/S/ Michael J. McKenney
--------------------------
Title: Managing Director
--------------------
WACHOVIA BANK, N.A.
By:/S/Donald E. Sellers, Jr.
----------------------------
Title: Vice President
----------------
FIRST UNION NATIONAL BANK
By:/S/Franklin M. Wesssinger
---------------------------
Title: Senior Vice President
-----------------------
DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /S/ S. O'Connor
-------------------
Title: Director
--------
By: /S/ Sheryl S. Paynter
--------------------------
Title: Vice President
-----------------
DAI-ICHI KANGYO BANK, LTD.
By: /S/ Nelson Y. Chang
---------------------------
Title: Assistant Vice President
----------------------------------
THE FUJI BANK, LIMITED
By: /S/ Raymond Ventura
-----------------------
Title: Vice President & Manager
-----------------------------
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