EXHIBIT-10.30
FIRST AMENDMENT TO
STOCK PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT ("AMENDMENT") is made and
entered into as of the 1st day of June 1997, between BILLING INFORMATION
CONCEPTS CORP., a Delaware corporation ("PLEDGOR") and THE FROST NATIONAL BANK,
a national banking association ("FROST"), as agent (the "AGENT"), for the equal
and ratable benefit of the financial institutions which are now or hereafter
parties to the hereinafter described Credit Agreement (collectively, the
"BANKS").
RECITALS
A. Frost Bank, individually, as the Issuing Bank and the Agent, and the
other Banks have heretofore entered into a Credit Agreement dated as of December
20, 1996 (as it may hereafter be amended or otherwise modified from time to
time, the "CREDIT AGREEMENT"), with BILLING CONCEPTS, INC., a company organized
under the laws of the State of Delaware, formerly known as BILLING INFORMATION
CONCEPTS, INC., ("BORROWER") and Pledgor.
B. Pledgor and CRM ACQUISITION CORP., a corporation organized under the
laws of the State of Delaware and a Subsidiary of Pledgor, ("PURCHASER") desire
to consummate the merger (the "MERGER") contemplated in the Plan of Merger and
Acquisition Agreement (the "MERGER AGREEMENT") dated as of June 1, 1997, among
COMPUTER RESOURCES MANAGEMENT, INC., a corporation organized under the laws of
the State of Texas, ("SELLER"), Purchaser, Pledgor and Michael A. Harrelson.
Pursuant to the terms of the Merger Agreement, (i) Purchaser shall be the
surviving corporation and (ii) the name of Purchaser after the Merger shall be
"Computer Resources Management, Inc."
C. Pursuant to the terms and provisions of the Credit Agreement, Pledgor
and Borrower must obtain the consent of the Banks to the Merger.
D. It was a condition precedent to the making of the Loans and issuing of
Letters of Credit by the Banks pursuant to the terms and conditions set forth in
the Credit Agreement that the Obligations be secured by a perfected and
first-priority Lien in and to the all the outstanding shares of capital stock of
each existing and future Subsidiary of Pledgor.
E. It is a condition precedent to the consent of the Banks to the Merger
that the Grantor shall execute and deliver this Amendment which amends the Stock
Pledge Agreement to include all the outstanding shares of capital stock of
Purchaser.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good, fair and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree that the terms and provisions of the Original Credit Agreement are amended
and restated as follows:
1. DEFINED TERMS AND RELATED MATTERS.
(a) Unless otherwise defined herein, the capitalized terms used
herein which are defined in the Stock Pledge Agreement shall have the
meanings specified therein.
(b) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Amendment shall refer to this Amendment
as a whole and not to any particular provision of this Amendment.
2. AMENDMENTS. SCHEDULE I attached to the Stock Pledge Agreement is
hereby amended to read in its entirety as set forth in SCHEDULE I
attached hereto.
3. In the event that any one or more of the provisions contained in this
Amendment shall be determined invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision
or provisions in every other respect and the remaining provisions of this
Amendment shall not be impaired in any way.
4. When required or implied by the context used, defined terms used herein
shall include the plural as well as the singular, and vice versa.
5. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Texas and applicable federal laws of the
United States of America. This Amendment has been entered into in Bexar County,
Texas and shall be performable for all purposes in Bexar County, Texas. The
courts within the State of Texas shall have jurisdiction over any and all
disputes arising under or pertaining to this Amendment; and any such dispute
shall be heard in the county or judicial district of the principal place of
business of The Frost National Bank.
6. This Amendment shall be binding upon and inure to the benefit of all
parties hereto and their respective successors and assigns; provided, however,
that Pledgor may not, without the prior written consent of all of the Banks,
assign any rights, powers, duties or obligations hereunder.
7. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute but one and the same instrument.
8. This Amendment constitutes a Loan Document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the day and year
first above written.
BORROWER:
BILLING INFORMATION CONCEPTS, INC.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: SENIOR VICE PRESIDENT AND CFO
PARENT COMPANY:
BILLING INFORMATION CONCEPTS CORP.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: SENIOR VICE PRESIDENT AND CFO
GUARANTORS:
ENHANCED SERVICES BILLING, INC.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: SENIOR VICE PRESIDENT AND CFO
BILLING INFORMATION CONCEPTS CORP.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: SENIOR VICE PRESIDENT AND CFO
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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BANKS:
THE FROST NATIONAL BANK
Individually, as the Issuing Bank and as the Agent
By: /S/ GREGG M. CHINN
Name: GREGG M. CHINN
Title: VICE PRESIDENT
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: /S/ STEVEN A. LINTON
Name: STEVEN A. LINTON
Title: ASSISTANT VICE PRESIDENT
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SCHEDULE I
TO
STOCK PLEDGE AGREEMENT
STOCK
NAME OF ISSUER CLASS CERTIFICATE PAR VALUE NUMBER
OF STOCK NUMBER OF SHARES PERCENTAGES
- -------------------- -------- ----------- --------- --------- -----------
Billing Information Common C7 No Par 100,000 100%
Concepts, Inc. Value
Enhanced Services Common 2 $.01 1,000 100%
Billing, Inc.
Inter-Lata Aviation, Common 2 $.01 1,000 100%
Inc.
Computer Resources ______ _______ _______ _______ 100%
Management, Inc.
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SECOND AMENDMENT TO
STOCK PLEDGE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PLEDGE AGREEMENT (this "AMENDMENT") is made
and entered into as of the 1st day of December, 1998, between BILLING CONCEPTS
CORP., a Delaware corporation formerly known as Billing Information Concepts
Corp. ("PLEDGOR"), and THE FROST NATIONAL BANK, a national banking association
("FROST"), as agent (the "AGENT"), for the equal and ratable benefit of the
financial institutions which are now or hereafter parties to the hereinafter
described Credit Agreement (collectively, the "BANKS").
RECITALS
A. Frost, individually, as the Issuing Bank and the Agent, and the other
Banks have heretofore entered into a Credit Agreement dated as of December 20,
1996 (as it may hereafter be amended or otherwise modified from time to time,
the "CREDIT AGREEMENT"), with BILLING CONCEPTS, INC., a company organized under
the laws of the State of Delaware, formerly known as Billing Information
Concepts, Inc. ("BORROWER"), and Pledgor.
B. Pledgor and CONCEPTS ACQUISITION CORP., a corporation organized under
the laws of the State of Delaware and a Subsidiary of Pledgor, ("PURCHASER")
desire to consummate the merger (the "MERGER") contemplated in the Plan of
Merger and Acquisition Agreement (the "MERGER AGREEMENT") executed on December
14, 1998, to be effective as of December 1, 1998, among COMMUNICATIONS SOFTWARE
CONSULTANTS, INC., a corporation organized under the laws of the State of New
York ("SELLER"), Purchaser, Pledgor and Larry A. Davis. Pursuant to the terms of
the Merger Agreement, (i) Purchaser shall be the surviving corporation and (ii)
the name of Purchaser after the Merger shall be "Concepts Acquisition Corp."
C. Pursuant to the terms and provisions of the Credit Agreement, Pledgor
and Borrower must obtain the consent of the Banks to the Merger.
D. It was a condition precedent to the making of the Loans and issuing of
Letters of Credit by the Banks pursuant to the terms and conditions set forth in
the Credit Agreement that the Obligations be secured by a perfected and
first-priority Lien in and to the all the outstanding shares of capital stock of
each existing and future Subsidiary of Pledgor.
E. It is a condition precedent to the consent of the Banks to the Merger
that the Grantor shall execute and deliver this Amendment which amends the Stock
Pledge Agreement dated December 20, 1996 (as amended or otherwise modified from
time to time, the "STOCK PLEDGE AGREEMENT"), executed by Pledgor in favor of the
Agent for the equal and ratable benefit of the Banks, to include all the
outstanding shares of capital stock of Purchaser.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good, fair and valuable considerations, the
receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the terms and
provisions of the Stock Pledge Agreement are amended and restated as follows:
1. DEFINED TERMS AND RELATED MATTERS.
(a) Unless otherwise defined herein, the capitalized terms used
herein which are defined in the Stock Pledge Agreement shall have the
meanings specified therein.
(b) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Amendment shall refer to this Amendment
as a whole and not to any particular provision of this Amendment.
2. AMENDMENTS. SCHEDULE I attached to the Stock Pledge Agreement is
hereby amended to read in its entirety as set forth in SCHEDULE I
attached hereto.
3. In the event that any one or more of the provisions contained in this
Amendment shall be determined invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision
or provisions in every other respect and the remaining provisions of this
Amendment shall not be impaired in any way.
4. When required or implied by the context used, defined terms used herein
shall include the plural as well as the singular, and vice versa.
5. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Texas and applicable federal laws of the
United States of America. This Amendment has been entered into in Bexar County,
Texas and shall be performable for all purposes in Bexar County, Texas. The
courts within the State of Texas shall have jurisdiction over any and all
disputes arising under or pertaining to this Amendment; and any such dispute
shall be heard in the county or judicial district of the principal place of
business of The Frost National Bank.
6. This Amendment shall be binding upon and inure to the benefit of all
parties hereto and their respective successors and assigns; provided, however,
that Pledgor may not, without the prior written consent of all of the Banks,
assign any rights, powers, duties or obligations hereunder.
7. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute but one and the same instrument.
8. This Amendment constitutes a Loan Document.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the day and year
first above written.
PLEDGOR:
BILLING CONCEPTS CORP., formerly known as Billing
Information Concepts Corp.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: EXECUTIVE VP & CFO
BORROWER:
BILLING CONCEPTS, INC., formerly known as Billing
Information Concepts, Inc.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: EXECUTIVE VP & CFO
GUARANTORS:
ENHANCED SERVICES BILLING, INC.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: EXECUTIVE VP & CFO
BILLING CONCEPTS SYSTEMS, INC., formerly known as
Computer Resources Management, Inc.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: EXECUTIVE VP & CFO
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CONCEPTS ACQUISITION CORP.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: EXECUTIVE VP & CFO
BILLING CONCEPTS CORP., formerly known as Billing
Information Concepts Corp.
By: /S/ KELLY E. SIMMONS
Name: KELLY E. SIMMONS
Title: EXECUTIVE VP & CFO
BANKS:
THE FROST NATIONAL BANK
Individually, as the Issuing Bank and as the Agent
By: /S/ GREGG M. CHINN
Name: GREGG M. CHINN
Title: SENIOR VICE PRESIDENT
NATIONSBANK, N.A., successor to The Boatmen's
National Bank of St. Louis
By: /S/ STEVEN A. LINTON
Name: STEVEN A. LINTON
Title: VICE PRESIDENT
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SCHEDULE I
TO
STOCK PLEDGE AGREEMENT
STOCK
NAME OF ISSUER CLASS CERTIFICATE PAR VALUE NUMBER
OF STOCK NUMBER OF SHARES PERCENTAGES
- ------------------- -------- ----------- --------- --------- -----------
Billing Information Common C7 No Par 100,000 100%
Concepts, Inc. Value
Enhanced Services Common 2 $.01 1,000 100%
Billing, Inc.
Inter-Lata Common 2 $.01 1,000 100%
Aviation, Inc.
Computer Resources Common C-1 $.01 1,000 100%
Management, Inc.
Concepts Common 1 $.01 1,000 100%1
Acquisition Corp.
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