Exhibit 10.42
AMENDMENT NO. 8 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 8, dated as of February 14, 2000, to the LOAN
AND SECURITY AGREEMENT, dated as of March 31, 1998, (the "LOAN AND SECURITY
AGREEMENT"), between FOOTHILL CAPITAL CORPORATION, a California corporation,
with a place of business located at 11111 Santa Monica Boulevard, Suite 1500,
Los Angeles, California 90025-3333 ("FOOTHILL"), and COMPUTRON SOFTWARE, INC., a
Delaware corporation, with its chief executive offices located at 301 Route 17
North, Rutherford, New Jersey 07070 (the "BORROWER").
PREAMBLE
The Borrower has requested Foothill to amend the Loan and
Security Agreement to change the amount set forth in the Loan and Security
Agreement as a limitation on loans and advances permitted to be made by the
Borrower to its wholly-owned Subsidiaries. Accordingly, the Borrower and
Foothill hereby agree as follows:
1. DEFINITIONS. All terms used herein which are defined in the
Loan and Security Agreement and not otherwise defined herein are used herein as
defined therein.
2. INVESTMENTS. Section 7.20(b) of the Loan and Security
Agreement is hereby amended to read in its entirety as follows:
"(b) TANGIBLE NET WORTH. Tangible Net Worth of at
least the following amounts, measured on a fiscal quarter-end
basis, as of the following dates:
3/31/00 ($10,000,000)
6/30/00 ($12,000,000)
9/30/00 ($13,000,000)
12/31/00 ($11,000,000)
provided that, thereafter, upon receipt of the financial
projections required to be delivered to Foothill pursuant to Section 6.3 (fourth
paragraph) hereof for each fiscal year, the Borrower and Foothill shall
negotiate in good faith to determine the minimum Tangible Net Worth as of the
end of each fiscal quarter covered by such financial projections and, in the
event that the Borrower and Foothill are unable to agree upon the amounts of
such Tangible Net Worth on or before the date that is 30 days after the date
that Foothill has received such projections, the Tangible Net Worth at the end
of each fiscal quarter of the fiscal year covered by such financial projections
shall not be less than the amount set forth for the corresponding quarter end
set forth above PLUS 10% of such amount."
3. CONDITIONS. This Amendment shall become effective only upon
satisfaction in full of the following conditions precedent (the date upon which
all such conditions have been satisfied being herein called the "Effective
Date"):
(a) The representations and warranties contained in
this Amendment and in Section 5 of the Loan and Security Agreement and each
other Loan Document shall be correct on and as of the Effective Date as though
made on and as of such date (except where such representations and warranties
relate to an earlier date in which case such representations and warranties
shall be true and correct as of such earlier date); no Default or Event of
Default shall have occurred (assuming Section 7.20(b) is amended as set forth
above) and be continuing on the Effective Date or result from this Amendment
becoming effective in accordance with its terms.
(b) Foothill shall have received a counterpart of
this Amendment, duly executed by
the Borrower.
(c) All legal matters incident to this Amendment
shall be satisfactory to Foothill
and its counsel.
4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to Foothill as follows:
(a) The Borrower (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and (ii) has all requisite corporate power, authority and legal right to
execute, deliver and perform this Amendment, and to perform the Loan and
Security Agreement, as amended hereby.
(b) The execution, delivery and performance of this
Amendment by the Borrower, and the performance by the Borrower of the Loan and
Security Agreement, as amended hereby (i) have been duly authorized by all
necessary corporate action, (ii) do not and will not contravene its charter or
by-laws or any applicable law, and (iii) except as provided in the Loan
Documents, do not and will not result in the creation of any Lien upon or with
respect to any of its respective properties.
(c) This Amendment and the Loan and Security
Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance with
its terms, except as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to
or limiting creditors' rights generally.
(d) No authorization or approval or other action by,
and no notice to or filing with, any Governmental Authority is required in
connection with the due execution, delivery and performance by the Borrower of
this Amendment and the performance by the Borrower of the Loan and Security
Agreement as amended hereby.
(e) The representations and warranties contained in
Section 5 of the Loan and Security Agreement and each other Loan Document, after
giving effect to this Amendment, are correct on and as of the
-2-
Effective Date as though made on and as of the Effective Date (except to the
extent such representations and warranties expressly relate to an earlier date
in which case such representations and warranties shall be true and correct as
of such earlier date), and no Default or Event of Default has occurred and is
continuing on and as of the Effective Date or will result from this Amendment
becoming effective in accordance with its terms.
5. CONTINUED EFFECTIVENESS OF THE LOAN AND SECURITY AGREEMENT
AND LOAN DOCUMENTS. The Borrower hereby (i) confirms and agrees that each Loan
Document to which it is a party is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that on and
after the Effective Date of this Amendment all references in any such Loan
Document to "the Loan and Security Agreement", the "Agreement", "thereto",
"thereof", "thereunder" or words of like import referring to the Loan and
Security Agreement shall mean the Loan and Security Agreement as amended by this
Amendment; and (ii) confirms and agrees that to the extent that any such Loan
Document purports to assign or pledge to Foothill, or to grant a security
interest in or Lien on, any collateral as security for the obligations of the
Borrower from time to time existing in respect of the Loan and Security
Agreement and the Loan Documents, such pledge, assignment and/or grant of the
security interest or Lien is hereby ratified and confirmed in all respects.
6. MISCELLANEOUS.
(a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
(b) Section and paragraph headings herein are
included for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.
(c) This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
-3-
(d) The Borrower will pay on demand all reasonable
fees, costs and expenses of Foothill in connection with the preparation,
execution and delivery of this Amendment including, without limitation,
reasonable fees disbursements and other charges of Schulte Roth & Zabel LLP,
counsel to Foothill.
COMPUTRON SOFTWARE, INC.,
a Delaware corporation
By: MICHAEL R.JORGENSEN
Name: Michael R. Jorgensen
Title: EVP & CFO
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: ERIK R. SAWYER
Name: Erik R. Sawyer
Title: Vice President
-4-