CONSENT AND WAIVER
This Consent and Waiver, dated as of June 20, 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. Pursuant to a Consent and Waiver dated as of June 19, 2000, the
Banks consented to and waived any Default or Event of Default under Section
2.11(c) of the Credit Agreement arising from the Borrower's incurrence of
subordinate indebtedness to CSC (as defined herein) in an aggregate principal
amount of up to $24,000,000 (the "Subordinated Fee Loan") and the Borrower's use
of the proceeds of such Subordinated Fee Loan to pay the fee (together with
related expenses of both Politic Acquisition 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.
Additionally, the Borrower has informed the Banks that it intends to incur
additional indebtedness in the form of a working capital revolving line of
credit established by Computer Sciences Corporation ("CSC") in connection with
the merger agreement between CSC and the Borrower for an aggregate amount of up
to $30,000,000, which will be subordinate to the indebtedness owing under the
Credit Agreement and the Term Loan on terms similar to those of the Subordinated
Fee Loan and in all respects acceptable to the Agent (the "Subordinated Working
Capital Loan"). The Borrower has further requested that the Banks pre-consent
to the possible future issuance of additional subordinated indebtedness by the
Borrower to a prospective buyer (the "Replacement Subordinated Loans"), which
Replacement Subordinated Loans would refinance and replace the Subordinated Fee
Loan and the Subordinated Working Capital Loan in full.
As the use of the proceeds of the Subordinated Working Capital Loan for working
capital purposes and the payment and the refinancing of the Subordinated Fee
Loan and the Subordinated Working Capital Loan with the proceeds of the
Replacement Subordinated Loans by the Borrower would otherwise violate the
provisions of Section 2.11(c) of the Credit Agreement, which requires that the
Borrower apply 100% of the net cash proceeds of any issuance of debt securities
for cash to prepay the
Term Loan and, to the extent of any excess, to prepay and reduce the revolving
credit facility under the Credit Agreement, the Banks, effective as of the date
hereof, hereby (a) consent to the use of proceeds of the Subordinated Working
Capital Loan for working capital purposes of the Borrower, (b) consent to the
future payment of the Subordinated Fee Loan and the Subordinated Working Capital
Loan with the proceeds of the Replacement Subordinated Loans, and (c) grant a
limited one-time waiver of any Default or Event of Default that, at such time,
otherwise arise pursuant to Section 2.11(c) as a result of the non-prepayment of
the Term Loan and, to the extent of any excess, to prepay and reduce the
revolving credit facility under the Credit Agreement, provided that (A) in the
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case of the use of proceeds of the Subordinated Working Capital Loan, such
Subordinated Working Capital Loan shall be subordinated to the indebtedness
owing under the Credit Agreement and the Term Loan on terms and conditions and
pursuant to documentation satisfactory in all respects to the Agent, and (B) in
the case of the use of proceeds of the Replacement Subordinated Loans to
refinance the Subordinated Fee Loan and the Subordinated Working Capital Loan,
(i) the Replacement Subordinated Loans refinance the Subordinated Fee Loan and
the Subordinated Working Capital Loan in full, (ii) the Replacement Subordinated
Loans are subordinated to the indebtedness owing under the Credit Agreement and
the Term Loan on terms and conditions substantively similar to the terms
applicable to the Subordinated Fee Loan and the Subordinated Working Capital
Loan and in all respects acceptable to the Agent; and (iii) the Replacement
Subordinated Loans are in the same aggregate amount as the Subordinated Fee Loan
and the Subordinated Working Capital Loan.
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.
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
- - --------
CORPORATION
By:_/S/ Stephen G. Morrison
--------------------------
Title: Executive 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
--------------------------
Title: 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
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WACHOVIA BANK, N.A.
By: /S/ John H. Graham
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Title: Assistant Vice President
----------------------------
FIRST UNION NATIONAL BANK
By:/S/Franklin M. Wesssinger
---------------------------
Title: Senior Vice President
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DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By:
Title:
By:
Title:
DAI-ICHI KANGYO BANK, LTD.
By:
Title:
THE FUJI BANK, LIMITED
By:
Title: