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EXHIBIT 10F
[EXECUTION COPY]
AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT
AMENDMENT No. 2 dated as of March 29, 1996 among POLICY
MANAGEMENT SYSTEMS CORPORATION (the "Borrower"), the BANKS listed
on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into
a 364-Day Credit Agreement dated as of August 11, 1995 (as
amended, the "Agreement"); and
WHEREAS, the Borrower has asked the Banks, and the Banks
are willing, on the terms and conditions set forth below, to
amend the Agreement as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. Unless otherwise specifically
defined herein, each term used herein that is defined in the
Agreement shall have the meaning assigned to such term in the
Agreement. Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in
the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of the Definition of Interest
Coverage Ratio. The definition of "Interest Coverage Ratio"
contained in Section 1.1 is amended to read in full as follows:
"Interest Coverage Ratio" means, at the last day of any
fiscal quarter of the Borrower, the ratio of (i) Consolidated
EBIT for the period of four consecutive fiscal quarters of the
Borrower and its Consolidated Subsidiaries ending on such day
plus, solely in the case of such fiscal quarter ended December
31, 1995 and to the extent deducted in determining Consolidated
EBIT for such fiscal quarter, the amount of noncash charges (but
not in excess of $18,422,000) incurred in connection with the
Data Center equipment restructuring, to (ii) Consolidated
Interest Expense for such period.
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SECTION 3. Changes to the Definition of Permitted Add
Back. The definition of "Permitted Add Back" contained in
Section 5.13 of the Agreement is amended to read in its entirety
as follows:
"Permitted Add Back" means, at any date, an amount equal
to the sum of (1) the lesser of (a) $100,000,000 and (b)(i) for
any date on or prior to June 30, 1996, the sum of (w) the
aggregate amount of payments made by the Borrower after the date
hereof to repurchase shares of its outstanding common stock in
open market purchases at fair market value and from General
Atlantic Partners 14 L.P. and GAP Coinvestment Partners or any
Person to whom General Atlantic Partners 14 L.P. or GAP
Coinvestment Partners shall have transferred any shares of
capital stock of the Borrower, (x) all investments in
unconsolidated Subsidiaries and all equity investments in Persons
which are not Subsidiaries made after December 31, 1994 and on or
prior to such date and (y) goodwill and other intangibles
acquired in connection with any acquisition made after December
31, 1994 and on or prior to such date and (ii) for any date after
June 30, 1996, the sum of (x) the aggregate amount of payments
made by the Borrower after the date hereof to repurchase shares
of its outstanding common stock in open market purchases at fair
market value and from General Atlantic Partners 14 L.P. and GAP
Coinvestment Partners or any Person to whom General Atlantic
Partners 14 L.P. or GAP Coinvestment Partners shall have
transferred any shares of capital stock of the Borrower and (y)
goodwill and other intangibles acquired in connection with any
acquisition made after December 31, 1994 and on or prior to such
date and (2) the lesser of (a) $75,000,000 and (b) 50% of
capitalized software, but solely to the extent such capitalized
software has been deducted from the determination of Consolidated
Tangible Net Worth at such date.
SECTION 4. New York Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
SECTION 5. Counterparts; Effectiveness. This Amendment
may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall
become effective as of December 30, 1995 upon receipt by the
Agent of duly executed counterparts hereof signed by the Borrower
and the Required Banks.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
POLICY MANAGEMENT SYSTEMS CORPORATION,
POLICY MANAGEMENT SYSTEMS CANADA, LTD.
CYBERTEK CORPORATION
POLICY MANAGEMENT SYSTEMS INTERNATIONAL, LTD.
PMSI, L.P.
By POLICY MANAGEMENT SYSTEMS CORPORATION;
its General Partner
CYBERTEK SOLUTIONS, L.P.
By POLICY MANAGEMENT SYSTEMS CORPORATION;
its General Partner
By____________________
Name:
Title:
POLICY MANAGEMENT SYSTEMS INVESTMENTS, INC.
By____________________
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By____________________
Name:
Title:
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FIRST UNION NATIONAL BANK OF SOUTH CAROLINA
By____________________
Name:
Title:
WACHOVIA BANK OF SOUTH CAROLINA, N.A.
By____________________
Name:
Title:
BANK OF AMERICA ILLINOIS
By____________________
Name:
Title:
COMMERZBANK AKTIENGESELLSCHAFT, ATLANTA AGENCY
By____________________
Name:
Title:
By____________________
Name:
Title:
THE DAI-ICHI KANGYO BANK LTD., ATLANTA AGENCY
By____________________
Name:
Title:
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NBD BANK
By____________________
Name:
Title:
DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS
BRANCHES
By____________________
Name:
Title:
By____________________
Name:
Title:
THE FUJI BANK, LIMITED, ATLANTA AGENCY
By____________________
Name:
Title: