EXHIBIT 99.1
CREDIT AGREEMENT
Whereas UNM Bank Colorado (hereafter "Bank") has agreed to make available a
$20,000,000 credit facility for CIBER, Inc. (hereafter "CIBER"), Bank and CIBER
hereby agree to the following so Iong as any debt is owing to Bank by CIBER or
any credit is available to CIBER from Bank:
1. FINANCIAL REPORTING
A. CIBER will provide Bank:
i) Its company's prepared consolidated balance sheet and consolidated
income statement within 30 days of the previous month end, unless
prohibited by the "public" ownership status of CIBER, in which case
the statements will be provided quarterly within 4-5 days of the
quarter end.
ii) Its annual audited consolidated financial statements of within 120
days of the fiscal year end.
iii) A Borrower's Certificate substantially in the form of Exhibit A
attached within 30 days of the month end and an accounts receivable
summary at the end of each calendar quarter.
2. COLLATERAL
The $20,000,000 credit facility for CIBER shall be on an unsecured
basis.
3. INTEREST RATE
A) The interest rate on all outstanding borrowings owed to Bank by CIBER
shall be 200 basis points above the three month London Interbank
Offered Rate ("LIBOR") as quoted in the previous day's western edition
of The Wall Street Journal for a term of 90 days.
CREDIT AGREEMENT
CONTINUED
PAGE 2
4. UNUSED CREDIT FACILITY
CIBER will pay Bank an unused credit facility fee on the first $15,000,000
with no fee required on the remaining portion, quarterly in arrears, equal
to .225% (annualized) of the average unused portion of the revolving credit
facilities in the previous calendar quarter which has been made available
by Bank to CIBER.
5. TERMING OUT OF LOANS MADE FOR ACQUISITION PURPOSES
At the Bank's option any amounts advanced under CIBER's credit facility for
the purpose of making an acquisition may be converted to a five year term
note six months following the date of such advances. Such loan amount will
be repayable in sixty (60) monthly payments of equal principal plus
interest. Any such loan amounts converted to a five year term loan will be
subtracted from $20,000,000 and the remaining amount will be available to
CIBER as a revolving credit facility.
6. CROSS DEFAULT OF DEBT OWED TO BANK
A default by CIBER on any of its debt over $25,000 owing to Bank shall be
considered an event of default on all other debt owing to Bank by CIBER.
7. TANGIBLE NET WORTH
CIBER will maintain a minimum Tangible Net Worth of $35,000,000. Tangible
Net Worth is defined as the reported net worth less assets generally
considered to be intangible, as determined by Bank, such as but not
limited to, goodwill, covenants not to compete and customer lists.
8. LEVERAGE RATIO
CIBER'S total liabilities divided by Tangible Net Worth must not exceed
1.5 to 1.0 at any time.
CREDIT AGREEMENT
CONTINUED
PAGE 3
9. DEBT SERVICE COVERAGE RATIO
CIBER will maintain a Debt Service Coverage Ratio of 1.5 to 1.0 which will
be measured at the end of each calendar quarter. The numerator shall be
the net income plus amortization for the just completed calendar quarter
multiplied by four divided by a denominator of the current maturities of
long term debt.
10. NO OUARTERLY LOSS
CIBER shall not report a net loss in any calendar quarter.
11. LOANS TO OTHER PARTIES
CIBER will not make loans to any person, corporation, company or
partnership excluding its subsidiaries which exceed in aggregate $500,000.
12. BANK ACCOUNTS AND SERVICE CHARGES
CIBER's primary operating accounts will be maintained with Bank, or its
affiliate banks, into which all CIBER's receipts will be deposited. The
corporate banking services provided by Bank, and its affiliate banks, to
CIBER will be placed on Account Analysis and such services may be paid for
with account balances. If the account balances are not high enough to pay
for the bank services used, CIBER agrees to pay Bank the deficiency amount
for such services following the end of each calendar quarter.
13. EVENT OF DEFAULT
Failure to comply with any of the terms in this Credit Agreement shall
constitute an event of default on the debt of CIBER owing to Bank with Bank
having all the rights and remedies as contained in the loan notes. Bank
shall have no obligation to make additional advances if Bank determines
that CIBER is not in compliance with the terms of this Credit Acreement,
Borrower's Certificate, or any other agreement with the Bank.
CREDIT AGREEMENT
CONTINUED
PAGE 4
14. OTHER AGREEMENTS
All rights and obligations arising under said other agreements or instruments or
under this Credit Agreement, or both, shall be cumulative and independently
applicable in all respects and shall not be limited in any fashion owing to the
fact that provisions of said other agreements or instruments and this Credit
Agreement may differ.
The undersigned hereby agree to the terms and conditions of this Credit
Agreement as of March 25, 1997.
CIBER, INC.
By: /s/ MAC J. SLINGERLEND
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Name Printed: Mac J. Slingerlend
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Title: PRESIDENT/CHIEF OPERATING OFFICER
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& TREASURER
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UMB BANK COLORADO
By: /s/ NED C. VOTH
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Name Printed: NED C. VOTH
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Title: DIVISIONAL EXECUTIVE VICE PRESIDENT
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& CHIEF LENDING OFFICER
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