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EXHIBIT 4.01
FIRST AMENDMENT TO CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Gentlemen:
Reference is hereby made to that certain Credit Agreement (the "Credit
Agreement"), dated as of September 23, 1997, by and among Comshare, Incorporated
(the "Company") and Comshare Limited (the "Borrowing Subsidiary") (together the
"Borrowers") and Harris Trust and Savings Bank (the "Bank"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.
The Borrowers have requested that the Bank amend certain provisions of
the Credit Agreement and the Bank will do so under the terms and conditions set
forth in this Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose
below, the Credit Agreement shall be and is hereby amended as follows:
(a) The portion of the definition of "Borrowing Base" appearing before
the term "provided" in Section 5 of the Credit Agreement shall be
amended and as so amended shall be restated to read as follows:
"Borrowing Base" means, as of any time it is to be determined, the
sum of:
(a) 80% of the then outstanding unpaid amount of Eligible
Accounts other than Software Maintenance Receivables; plus
(b) 70% of the then outstanding unpaid amount of Eligible
Accounts consisting of Software maintenance Receivables; plus
(c) the lesser of $6,000,000 or 50% of the cash on hand of the
Company and its Subsidiaries then on deposit in accounts
maintained at the Bank;"
(b) The definition of "Borrowing Base" appearing in Section 5 of the
Credit Agreement shall be further amended by deleting (b)(iii) and
(iv) appearing therein and inserting the following in their stead:
"(iii) the Borrowing Base attributable to Comshare Canada shall
not exceed $950,000, (iv) no Borrowing ] Base shall be
attributable to the Borrowing Subsidiary except during the period
when that certain Debt Subordination Agreement dated as of
September 23, 1997 between the Company and its Affiliates (the
"Debt Subordination Agreement") is in full force and effect
provided that no more than $7,287,000 of the Borrowing Base of the
Borrowing Subsidiary shall be used to support borrowings by the
Company (it being understood and agreed that no such limitation
shall apply to the Borrowing Base of the Borrowing Subsidiary used
to support borrowings by the Borrowing Subsidiary itself) and"
(c) Section 8.7 of the Credit Agreement shall be amended by deleting
the amount "$28,000,000" appearing in the fifth line thereof and
inserting the amount "$18,000,000" in its stead.
(d) Section 8.14 of the Credit Agreement shall be amended by inserting
after subsection (b) the following phrase as subsection (c):
"the Company's expenditure of up to $10,000,000 during its
fiscal year ending on or about June 30, 1999 for the redemption of
certain of its capital stock"
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(e) The Company represents and warrants to the Bank that Comshare U.K.
has merged with and into the Borrowing Subsidiary, with the
Borrowing Subsidiary being the corporation surviving such merger.
Accordingly, (x) the references to Comshare UK in Section 5 and
7.2 and Schedule 6.2 of the Credit Agreement shall be deleted and
(y) any other references to Comshare UK in the Credit Agreement
shall be deemed references to the Borrowing Subsidiary.
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:
(a) The Borrowers and the Bank shall have executed and delivered this
Amendment.
(b) Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Bank and its counsel.
3. MISCELLANEOUS
(a) Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original
terms. Reference to this Specific Amendment need not be made in
any document, letter, certificate, the Credit Agreement or any
communication issued or made pursuant to or with respect to the
Credit Agreement, any reference therein being sufficient to refer
to the Credit Agreement as amended hereby.
b) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterparts, all of which
taken together shall constitute one and the same agreement. Any of
the parties hereto may execute this Amendment by signing any such
counterpart and each of such counterparts shall for all purposes
be deemed to be an original. This Amendment shall be governed by
and construed in accordance with the laws of the State of
Illinois.
Dated as of this 30th day of September, 1998.
COMSHARE, INCORPORATED
By \s\ Kathryn Jehle
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Title: Senior Vice President and CFO
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COMSHARE LIMITED
By \s\ Kathryn Jehle
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Title: Director
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Accepted and agreed to as of the date last above written.
HARRIS TRUST AND SAVINGS BANK
By \s\ Kirby M. Law
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Its Vice President