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EXHIBIT 10.1
SECOND AMENDMENT
SECOND AMENDMENT, dated as of February 12, 1999 (this "Amendment"), to
the Credit Agreement, dated as of February 27, 1997, as amended and restated as
of February 10, 1998 and as further amended by the First Amendment, dated as of
June 30, 1998 (the "Credit Agreement"), among Cooperative Computing, Inc., a
Delaware corporation (the "Borrower"), Cooperative Computing Holding Company,
Inc., a Texas corporation, as guarantor ("CCI"), the several banks and other
financial institutions parties thereto (the "Lenders") and The Chase Manhattan
Bank, as the administrative agent for the Lenders (in such capacity, the
"Administrative Agent").
W I T N E S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested that the Credit Agreement be
amended to add a $30,000,000 senior secured term loan facility (the "Tranche B
Term Loan Facility") and to effect certain other amendments to the Credit
Agreement as provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement, as amended hereby.
II. Amendments to Credit Agreement.
1. Amendments to Section 1. Section 1.1 of the Credit Agreement is hereby
amended as follows:
(a) by deleting therefrom the definitions of the following defined
terms in their respective entireties: (i) Term Loan Facility, (ii) Term Loan,
(iii) Term Loan Commitment, (iv) Term Loan Commitment Percentage, (v) Term Loan
Lender and (vi) Term Note.
(b) by deleting therefrom the definition of "Applicable Margin" in its
entirety and substituting in lieu thereof the following:
"Applicable Margin": with respect to any Alternate Base Rate Loan
which is a Revolving Credit Loan or a Tranche A Term Loan, 2.00%, and which
is a Tranche B Term Loan, 2.50%; with respect to any Eurodollar Loan which
is a Revolving Credit Loan or a Tranche A Term Loan, 3.00% and which is a
Tranche B Term Loan, 3.50%; and with respect to any commitment fee, as
provided in Section 2.4; provided that in the event that the ratio of
Consolidated Total Debt of the Borrower and its Subsidiaries to
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Consolidated EBITDA of the Borrower and its Subsidiaries, as most recently
determined in accordance with Section 8.1(d), is as set forth in the
relevant column heading below for any quarterly period, any such Applicable
Margin (including in the case of Alternate Base Rate Loans, Swing Line
Loans) for Revolving Credit Loans and Tranche A Term Loans shall be as
provided in the relevant column heading below, but in no event shall any
such reductions be effective prior to February 10, 1999:
Revolving Credit Loans
and Tranche A Term Loans
-------------------------------------------
Relevant Ratio Applicable Margin Applicable Margin for
of Consolidated Total Debt to For Eurodollar Alternate Base Rate
Consolidated EBITDA Loans Loans Commitment Fee
- ----------------------------- ----------------- --------------------- --------------
4.75x and above 3.00% 2.00% 0.500%
3.75x to but excluding 4.75x 2.75 1.75 0.500
3.25x to but excluding 3.75x 2.50 1.50 0.500
2.75x to but excluding 3.25x 2.25 1.25 0.375
Below 2.75x 2.00 1.00 0.375
(a) if the financial statements required to be delivered
pursuant to Section 7.1(a) or 7.1(b), as applicable, and the related
compliance certificate required to be delivered pursuant to Section
7.2(b), are delivered on or prior to the date when due (or, in the case
of the fourth quarterly period of each fiscal year of the Borrower, if
financial statements which satisfy the requirements of, and are
delivered within the time period specified in, Section 7.l(b) and a
related compliance certificate which satisfies the requirements of, and
is delivered within the time period specified in, Section 7.2(b), with
respect to any such quarterly period are so delivered within such time
periods), then the Applicable Margin for Revolving Credit Loans and
Tranche A Term Loans during the period from the date upon which such
financial statements were delivered shall be the Applicable Margin as
set forth in the relevant column heading above; provided, however, that
in the event that the financial statements delivered pursuant to
Section 7.1(a) or 7.1(b), as applicable, and the related compliance
certificate required to be delivered pursuant to Section 7.2(b), are
not delivered when due, then:
(i) if such financial statements and certificate are
delivered after the date such financial statements and
certificate were required to be delivered (without giving
effect to any applicable cure period) and the Applicable
Margin increases from that previously in effect as a result
of the delivery of such financial statements and certificate,
then the Applicable Margin (including in the case of
Alternate Base Rate Loans, Swing Line Loans) for Revolving
Credit Loans and Tranche A Term Loans during the period from
the date upon which such financial
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statements and certificate were required to be delivered
(without giving effect to any applicable cure period) until
the date upon which they actually are delivered shall, except
as otherwise provided in clause (iii) below, be the
Applicable Margin as so increased;
(ii) if such financial statements and certificate are
delivered after the date such financial statements and
certificate were required to be delivered (without giving
effect to any applicable cure period) and the Applicable
Margin for Revolving Credit Loans and Tranche A Term Loans
decreases from that previously in effect as a result of the
delivery of such financial statements and certificate, then
such decrease in the Applicable Margin shall not become
applicable until the date upon which such financial
statements and certificate actually are delivered;
(iii) if such financial statements and certificate are
not delivered prior to the expiration of the applicable cure
period, then, effective upon such expiration, for the period
from the date upon which such financial statements and
certificate were required to be delivered (after the
expiration of the applicable cure period) until two Business
Days following the date upon which they actually are
delivered, the Applicable Margin (including in the case of
Alternate Base Rate Loans, Swing Line Loans) shall be
determined as if the relevant ratio of Consolidated Total
Debt to Consolidated EBITDA was 4.75x (it being understood
that the foregoing shall not limit the rights of the
Administrative Agent and the Lenders set forth in Section 9);
and
(b) the Applicable Margin for Tranche B Term Loans shall not
be subject to adjustment based on the ratio of Consolidated Total Debt
to Consolidated EBITDA.
(c) by deleting therefrom the definition of "Commitment Letter" in its
entirety and substituting in lieu thereof the following definition:
"Commitment Letter": each of the commitment letters,
dated January 9, 1998 and January 20, 1999, respectively,
relating, among other things, to the Loans made hereunder,
addressed to the Borrower from Chase and CSI and all exhibits
thereto, as each of the same may be amended, supplemented or
otherwise modified from time to time.
(d) by deleting paragraph (3) of the definition of "Interest Period"
and replacing it with the following:
(3) no Interest Period with respect to the Tranche A
Term Loans or Tranche B Term Loans shall extend beyond any
date which repayment of principal thereof is required to be
made pursuant to Section 2.7 or Section 2.7A, as applicable,
if, after giving effect to the selection of such Interest
Period, the aggregate principal amount of Tranche A Term
Loans or Tranche B Term Loans,
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as the case may be, with Interest Periods ending after such
date would exceed the aggregate principal amount of such Term
Loans permitted to be outstanding after such scheduled
repayment; and
(e) by deleting therefrom the definition of "Commitment Percentage" in
its entirety and substituting in lieu thereof the following definition:
"Commitment Percentage": as to any Lender, at any time,
the percentage of the aggregate Revolving Credit Commitments,
Tranche A Term Loan Commitments and Tranche B Term Loan
Commitments constituted by such Lender's Revolving Credit
Commitment, Tranche A Term Loan Commitment and Tranche B Term
Loan Commitment.
(f) by adding thereto the following definitions in their appropriate
alphabetical order:
"Amendment Effective Date": as defined in the Second
Amendment to this Agreement, dated as of February 12, 1999.
"Term Loan Commitments": the Tranche A Term Loan Commitments
and the Tranche B Term Loan Commitments.
"Term Loan Lenders": the Tranche A Term Loan Lenders and the
Tranche B Term Loan Lenders.
"Term Loans": the Tranche A Term Loans and the Tranche B Term
Loans.
"Term Notes": the Tranche A Term Notes and the Tranche B Term
Notes.
"Tranche A Term Loan Facility": the term loan facility made
available to the Borrower pursuant to Section 2.6 of this Agreement.
"Tranche A Term Loan" and "Tranche A Term Loans": as defined
in Section 2.6.
"Tranche A Term Loan Commitment": as to any Tranche A Term
Loan Lender, its obligation to make a Tranche A Term Loan to the
Borrower pursuant to Section 2.6 of this Agreement in an aggregate
amount not to exceed the amount set forth opposite such Tranche A Term
Loan Lender's name in Schedule 1.1 under the heading "Term Loan
Commitment."
"Tranche A Term Loan Commitment Percentage": as to any
Tranche A Term Loan Lender, the percentage of the aggregate Tranche A
Term Loan Commitments constituted by its Tranche A Term Loan Commitment
or, following the Closing Date, the percentage of the aggregate
outstanding Tranche A Term Loans constituted by its Tranche A Term
Loan.
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"Tranche A Term Loan Lender": any Lender having a Tranche A
Term Loan Commitment hereunder or that holds outstanding Tranche A Term
Loans.
"Tranche A Term Note": as defined in Section 2.7(a).
"Tranche B Term Loan Facility": the term loan facility made
available to the Borrower pursuant to Section 2.6A of this Agreement.
"Tranche B Term Loan" and "Tranche B Term Loans": as defined
in Section 2.6A.
"Tranche B Term Loan Commitment": as to any Tranche B Term
Loan Lender, its obligation to make a Tranche B Term Loan to the
Borrower pursuant to Section 2.6A of this Agreement in an aggregate
amount not to exceed the amount set forth opposite such Tranche B Term
Loan Lender's name in Schedule 1.1 attached hereto under the heading
"Tranche B Term Loan Commitment".
"Tranche B Term Loan Commitment Percentage": as to any
Tranche B Term Loan Lender, the percentage of the aggregate Tranche B
Term Loan Commitments constituted by its Tranche B Term Loan Commitment
or, following the Amendment Effective Date, the percentage of the
aggregate outstanding Tranche B Term Loans constituted by its Tranche B
Term Loan.
"Tranche B Term Loan Lender": any Lender having a Tranche B
Term Loan Commitment hereunder or that holds outstanding Tranche B Term
Loans.
"Tranche B Term Note": as defined in Section 2.7A(a).
2. Amendments to Section 2. Section 2 of the Credit Agreement is hereby
amended as follows:
(a) by deleting therefrom each reference to "Term Loan", "Term Loans" and
"Term Loan Lenders" in Sections 2.6, 2.7 and 2.8(a) and substituting in lieu
thereof the phrase "Tranche A Term Loan", "Tranche A Term Loans" and "Tranche A
Term Loan Lenders", respectively, except that the reference to "Term Loan
Commitment" in Sections 2.6(a) and 2.7(a) shall remain unchanged.
(b) by deleting therefrom each reference to "Term Note" in Section 2.7 and
substituting in lieu thereof the phrase "Tranche A Term Note".
(c) by adding thereto the following:
2.6A Tranche B Term Loans. Subject to the terms and conditions
hereof, each Tranche B Term Loan Lender severally agrees to make a term
loan (a "Tranche B Term Loan", together the "Tranche B Term Loans"), on
the Amendment Effective Date in an
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aggregate principal amount set forth opposite such Lender's name in
Schedule 1.1 under the heading "Tranche B Term Loan Commitment". The
Tranche B Term Loans may from time to time be (i) Eurodollar Loans,
(ii) Alternate Base Rate Loans or (iii) a combination thereof, as
determined by the Borrower and notified to the Administrative Agent in
accordance with Section 2.8A.
2.7A Tranche B Term Notes. (a) The Borrower agrees that, upon
the request to the Administrative Agent by any Tranche B Term Loan
Lender, in order to evidence such Lender's Tranche B Term Loan the
Borrower will execute and deliver to such Lender a promissory note
substantially in the form of Exhibit A-4 (each, as amended,
supplemented, replaced or otherwise modified from time to time, a
"Tranche B Term Note"), with appropriate insertions therein as to
payee, date and principal amount, payable to the order of such Tranche
B Term Loan Lender and in a principal amount equal to the amount set
forth opposite such Tranche B Term Loan Lender's name on Schedule 1.1
under the heading "Tranche B Term Loan Commitments." Each Tranche B
Term Loan Lender is hereby authorized to record the date, Type and
amount of its Tranche B Term Loan, each continuation thereof, each
conversion of all or a portion thereof to another Type, the date and
amount of each payment or prepayment of principal of its Tranche B Term
Loan and, in the case of Eurodollar Loans, the length of each Interest
Period with respect thereto, on the schedules annexed to and
constituting a part of its Tranche B Term Note, and any such
recordation shall, in the absence of manifest error and to the extent
permitted by applicable law, constitute prima facie evidence of the
accuracy of the information so recorded, provided that the failure by
any Tranche B Term Loan Lender to make any such recordation, or any
error therein, shall not affect any of the obligations of the Borrower
under such Tranche B Term Note or this Agreement. Any Tranche B Term
Note shall (i) be dated the Amendment Effective Date, (ii) be payable
as provided in Section 2.7A(b) and (iii) provide for the payment of
interest in accordance with Section 4.1.
(b) The aggregate Tranche B Term Loans of all the Tranche B
Term Loan Lenders shall be payable in 18 consecutive quarterly
installments on the dates and in a principal amount equal to the amount
set forth below (together with all accrued interest thereon) opposite
the applicable installment date (or, if less, the aggregate amount of
the Tranche B Term Loan then outstanding):
Installment Amount
- ------------------- --------
December 31, 1999 $100,000
March 31, 2000 $100,000
June 30, 2000 $100,000
September 30, 2000 $100,000
December 31, 2000 $100,000
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Installment Amount
- ------------------- --------
March 31, 2001 $100,000
June 30, 2001 $100,000
September 30, 2001 $100,000
December 31, 2001 $100,000
March 31, 2002 $100,000
June 30, 2002 $100,000
September 30, 2002 $100,000
December 31, 2002 $100,000
March 31, 2003 $100,000
June 30, 2003 $100,000
September 30, 2003 $100,000
December 31, 2003 $100,000
March 31, 2004 $28,300,000
2.8A Procedure for Tranche B Term Loan Borrowing. The Borrower
shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 12:00 Noon, New
York City time, one Business Day prior to the Amendment Effective Date)
requesting that the Tranche B Term Loan Lenders make the Tranche B Term
Loans on the Amendment Effective Date and specifying the amount to be
borrowed. Upon receipt of such notice the Administrative Agent shall
promptly notify each Tranche B Term Lender thereof. On the Amendment
Effective Date each Tranche B Term Loan Lender shall make available to
the Administrative Agent at its office specified in Section 12.2 an
amount in immediately available funds equal to the Tranche B Term Loan
to be made by such Tranche B Term Loan Lender. The Administrative Agent
shall on such date credit the account of the Borrower on the books of
such office of the Administrative Agent with the aggregate of the
amounts made available to the Administrative Agent by the Tranche B
Term Loan Lenders.
(d) by deleting clause (iii) of Section 2.8(b) and the word "and" preceding
such clause and substituting in lieu thereof the following:
(iii) each Tranche A Term Loan Lender, such Tranche A Term Loan
Lender's Tranche A Term Loan Commitment Percentage of the amounts
specified in Section 2.7(b) (or, if less, the aggregate amount of the
Tranche A Term Loans of such Tranche A Term Loan Lender then
outstanding), on the dates specified in Section 2.7(b) (or such earlier
date on which the Tranche A Term Loans become due and payable pursuant
to Article 9); and (iv) each Tranche B Term Loan Lender, such Tranche B
Term Loan Lender's Tranche B Term Loan Commitment Percentage of the
amount specified in Section 2.7A(b) (or, if less, the aggregate amount
of the Tranche B Term Loans of such Tranche B Term Loan
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Lender than outstanding), on the date specified in Section 2.7A(b) (or
such earlier date on which the Tranche B Term Loans become due and
payable pursuant to Article 9).
(e) by adding at the end of Section 2.9(a) the following:
All prepayments of the Term Loans pursuant to this paragraph (a) shall
be applied to the Tranche A Term Loans, on the one hand, and the
Tranche B Term Loans, on the other, ratably based on the outstanding
principal amounts thereof.
(f) by deleting that portion of paragraph (b) of Section 2.9 which
appears before the proviso clause and substituting therefor the following:
(b) With respect to optional prepayments of the Term Loans,
the first $10,000,000 of such optional prepayments of the Term Loans
paid after the Amendment Effective Date shall be applied in such order
as the Borrower may elect and, with respect to optional prepayments in
excess of such $10,000,000, shall be applied to reduce the then
remaining installments of the Tranche A Term Loans or Tranche B Term
Loans, as the case may be, pro rata based upon the then remaining
number of installments of such Term Loans, after giving effect to all
prior reductions thereto (i.e., each then remaining installment of such
Term Loans shall be reduced by an amount equal to the aggregate amount
to be applied to such Term Loans divided by the number of the then
remaining installments for such Term Loans); provided, however, that
any prepayment of the Tranche A Term Loans with the proceeds of the
Tranche B Term Loans shall not be deemed a prepayment solely for
purposes of the first sentence of this Section 2.9(b);
(g) by deleting therefrom Section 2.10(d) in its entirety and
substituting in lieu thereof the following:
(d) (i) All mandatory prepayments shall be applied first to
the Tranche A Term Loans and the Tranche B Term Loans, pro rata based
on the respective outstanding principal amounts thereof, and second to
the permanent reduction of the Revolving Credit Commitments. The
application of prepayments referred to in the preceding sentence shall
be made first to Alternate Base Rate Loans and second to Eurodollar
Loans. The amount of each principal prepayment of Term Loans shall be
applied to reduce the then remaining installments of the Tranche A Term
Loans and the Tranche B Term Loans, as the case may be, pro rata based
upon the then remaining number of installments of Tranche A Term Loans
and Tranche B Term Loans, respectively, after giving effect to all
prior reductions thereto (i.e., each then remaining installment of such
Term Loans shall be reduced by an amount equal to the aggregate amount
to be applied to such Term Loans divided by the number of the then
remaining installments for such Term Loans); provided, that if the
amount to be applied to any installment as required by this Agreement
would exceed the then remaining amount of such installment, then an
amount equal to such excess shall be applied to the next succeeding
installment after giving effect to all prior reductions thereof
(including the amount of prepayments theretofore allocated pursuant to
the preceding portion of this sentence). Amounts prepaid on account of
the Term Loans may not be reborrowed.
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(ii) Any Lender holding Tranche B Term Loans may, to the
extent Tranche A Term Loans are outstanding, elect on not less than one
Business Day's prior written notice to the Administrative Agent with
respect to any mandatory prepayment made pursuant to this Section 2.10,
not to have such prepayment applied to such Lender's Tranche B Term
Loans until all Tranche A Term Loans shall have been paid in full, in
which case the amount not so applied shall be applied to prepay Tranche
A Term Loans and shall reduce the then remaining installments of the
Tranche A Term Loans ratably based on the number of such installments.
(h) by adding immediately before the phrase "Term Loan Lender" in
Section 2.11(a) the word "applicable".
3. Amendment to Section 4. Section 4.2(a) shall be amended by inserting
immediately before each occurrence of the phrase "Term Loan Lenders" the word
"applicable".
4. Amendment to Section 5. Section 5 shall be amended as follows:
(a) Section 5.15 shall be amended by (a) adding the phrase
"Tranche A" immediately before the phrase "Term Loans" and (b) adding
the following sentence at the end thereof:
The proceeds of the Tranche B Term Loans shall be
used by the Borrower to make (i) an optional
$20,000,000 prepayment of the Tranche A Term Loans
and (ii) an optional $10,000,000 repayment of the
Revolving Credit Loans, each on the Amendment
Effective Date.
(b) The following new Section 5.27 shall be added:
5.27 Year 2000 Compliance. On or before September 30, 1999,
the Borrower will complete any reprogramming and testing of major
computer systems and other major equipment containing embedded
microchips, in either case owned or operated by the Borrower or any of
its Subsidiaries or used or relied upon in the conduct of their
business, in order to enable their computer systems and equipment in
the aggregate to be year 2000 compliant in all material respects. The
costs to the borrower and its Subsidiaries that have not been incurred
as of the date hereof for such reprogramming and testing and for the
other reasonably foreseeable consequences to them of any improper
functioning of other computer systems and equipment containing embedded
microchips due to the occurrence of the year 2000 could not reasonably
be expected to result in an Event of Default or to have a Material
Adverse Effect.
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5. Amendment to Section 6. Section 6 shall be amended as follows:
(a) in Section 6.1(a) by deleting the words "a Term Note" and replacing
them with the words "a Tranche A Term Note".
(b) in Section 6.1(b) by deleting clause (ii) and substituting therefor
the following:
(ii) $85,000,000 of the principal of the Term Loans
outstanding under the Existing Credit Agreement shall have
been paid, with the result that $50,000,000 of principal of
the Tranche A Term Loans remain outstanding.
(c) in Section 6.1(b) by deleting the words "and Term Loans" and
replacing them with the words "and Tranche A Term Loans" and by deleting the
words "and Term Loan Commitment Percentages" and replacing them with the words
"and Tranche A Term Loan Commitment Percentages".
6. Amendment to Section 8. Section 8.1 shall be amended as follows:
(a) by deleting the columns captioned "Quarter Ending" and "Ratio" from
Section 8.1(a) and substituting in lieu thereof the following:
Quarter Ending Ratio
- ---------------------- ------------
1998 December 31 1.85 to 1.00
1999 March 31 1.85 to 1.00
June 30 1.85 to 1.00
September 30 1.85 to 1.00
December 31 1.85 to 1.00
2000 March 31 1.85 to 1.00
June 30 1.85 to 1.00
September 30 1.85 to 1.00
December 31 2.25 to 1.00
2001 March 31 2.25 to 1.00
June 30 2.50 to 1.00
September 30 2.50 to 1.00
December 31 2.75 to 1.00
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Quarter Ending Ratio
- ---------------------- ------------
2002 March 31 2.75 to 1.00
June 30 3.00 to 1.00
and each quarter thereafter
(b) by deleting the columns captioned "Quarter Ending" and "Amount" from Section
8.1(c) and substituting in lieu thereof the following:
Quarter Ending Amount
- ---------------- -----------
1998 December 31 $32,500,000
1999 March 31 32,500,000
June 30 32,500,000
September 30 32,500,000
December 31 33,500,000
2000 March 31 34,500,000
June 30 35,500,000
September 30 36,000,000
December 31 37,500,000
2001 March 31 40,000,000
June 30 42,500,000
September 30 45,000,000
December 31 45,000,000
2002 March 31 47,500,000
June 30 47,500,000
September 30 50,000,000
December 31 52,500,000
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Quarter Ending Amount
- ---------------- -----------
2003 March 31 55,000,000
June 30 57,500,000
September 30 60,000,000
and each quarter thereafter
(c) by deleting the columns captioned "Quarter Ending" and "Ratio" from
Section 8.1(d) and substituting in lieu thereof the following:
Quarter Ending Ratio
- ---------------------- ------------
1998 December 31 5.75 to 1.00
1999 March 31 5.75 to 1.00
June 30 5.75 to 1.00
September 30 5.75 to 1.00
December 31 5.50 to 1.00
2000 March 31 5.50 to 1.00
June 30 5.50 to 1.00
September 30 5.50 to 1.00
December 31 5.00 to 1.00
2001 March 31 4.75 to 1.00
June 30 4.50 to 1.00
September 30 4.25 to 1.00
December 31 4.00 to 1.00
2002 March 31 3.75 to 1.00
June 30 3.50 to 1.00
September 30 3.25 to 1.00
December 31 3.25 to 1.00
2003 March 31 3.00 to 1.00
and each quarter thereafter
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(d) by deleting the columns captioned "Quarter Ending" and "Ratio" from
Section 8.1(e) and substituting in lieu thereof the following:
Quarter Ending Ratio
- ---------------------- ------------
1998 December 31 2.75 to 1.00
1999 March 31 2.75 to 1.00
June 30 2.75 to 1.00
September 30 2.75 to 1.00
December 31 2.75 to 1.00
2000 March 31 2.75 to 1.00
June 30 2.75 to 1.00
September 30 2.75 to 1.00
December 31 2.25 to 1.00
2001 March 31 2.25 to 1.00
June 30 2.00 to 1.00
September 30 2.00 to 1.00
December 31
and each quarter thereafter 1.75 to 1.00
7. Amendment to Section 12. Section 12 shall be amended as follows:
(a) in the proviso to Section 12.1:
(i) by deleting clause (iii) in its entirety and substituting
in lieu thereof the following: "(iii) amend, modify or waive any
provision of (x) Section 2.6 or 2.7 without the written consent of the
Tranche A Term Loan Lenders, the Tranche A Term Loan Percentages of
which aggregate at least a majority, (y) Section 2.6A or 2.7A without
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the written consent of the Tranche B Term Loan Lenders, the Tranche B
Term Loan Percentages of which aggregate at least a majority and (z)
Section 4.4(a) without the written consent of the Tranche A Term Loan
Lenders or the Tranche B Term Loan Lenders, as applicable, the Tranche
A Term Loan Percentages or Tranche B Term Loans Percentages, as the
case may be, of which aggregate at least a majority"; and
(ii) by deleting the word "or" which appears before clause
(ix) and adding the following new clause (x) at the end of clause (ix):
"or (x) change the allocation of payments among the Tranche A Term
Loans and the Tranche B Term Loans, as applicable, specified in Section
4.4(b) or the allocation of payments between the Tranche A Term Loans
and the Tranche B Term Loans pursuant to Section 2.10(d), in each case
without the consent of Lenders holding at least a majority of the
adversely affected Tranche".
(b) in Section 12.6(e), (i) by deleting the words "or Term Note" in
each instance and replacing them with the words "Tranche A Term Note or Tranche
B Term Note" and (ii) by deleting the words "Term Loan" in each instance and
replacing them with the words "Tranche A Term Loan or Tranche B Term Loan".
8. Amendment to Schedule 1.1. Schedule 1.1 to the Credit Agreement will
be amended by adding thereto the information with respect to the Tranche B Term
Loan Commitments set forth on Schedule 1.1 hereto.
9. Amendment to Exhibits. The Credit Agreement is hereby amended by
adding thereto as Exhibit A-4, Exhibit 1 to this Amendment. Exhibit A-2 to the
Credit Agreement is hereby amended by deleting therefrom each reference to "Term
Note", "Term Notes", "Term Loan" and "Term Loan Commitment Percentage" in such
exhibit and substituting in lieu thereof the phrase "Tranche A Term Note",
"Tranche A Term Notes", "Tranche A Term Loan", "Tranche A Term Loan Percentage",
respectively.
10. Prepayment of Tranche A Term Loans and Revolving Credit Loans.
$20,000,000 of the proceeds of the Tranche B Term Loans will be applied on the
Amendment Effective Date to the prepayment of the Tranche A Term Loans, with the
first $6,000,000 of such proceeds to be applied to the installments of the
Tranche A Term Loans in the direct order of maturity and the remaining
$14,000,000 of such proceeds to be applied to the remaining installments pro
rata based on the number of such remaining installments. For reference, attached
hereto as Exhibit 2 is a revised schedule of installments for the Tranche A Term
Loans after giving effect to the prepayment thereof with the proceeds of the
Tranche B Term Loans as described above. The remaining $10,000,000 of the
proceeds of the Tranche B Term Loans will be applied on the Amendment Effective
Date to repay (but not reduce the Commitments under) the Revolving Credit
Facility.
11. Voting Agreement with respect to Section 12.1. Until the amendment
to Section 12.1 of the Credit Agreement set forth in Section II.7(a) above
becomes effective, each Lender which executes this Amendment agrees that it will
not consent to any amendment of the Credit
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Agreement which would require the consent of the holders of the Tranche A Term
Loans or the Tranche B Term Loans, as set forth in Section II.7(a) above,
without obtaining the consent of the requisite Tranche A Term Lenders or Tranche
B Term Loan Lenders as required thereby. The agreements set forth in this
Section 10 will apply to each assignee, transferee and successor of such Lender.
III. Conditions to Effectiveness. This Amendment shall become effective
on the date (the "Amendment Effective Date") on which all of the following
conditions precedent shall have been satisfied or waived; provided that the
amendment set forth in Section II.7(a) above shall become effective when this
Amendment has been executed by each Lender:
1. This Amendment shall have been (i) executed by the Borrower, CCI,
the Administrative Agent, the Required Lenders, Tranche A Term Lenders the
Tranche A Term Loan Percentages of which aggregate at least a majority and the
Tranche B Term Loan Lenders set forth in the signature pages hereto and (ii)
acknowledged and consented to by the other Credit Parties, each in accordance
with the terms of the Credit Agreement.
2. The Administrative Agent shall have received, with a counterpart for
each Lender, (i) an executed legal opinion of Weil, Gotshal & Manges LLP,
counsel to the Borrower, in form and substance satisfactory to the
Administrative Agent, (ii) a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors or duly
authorized committee of the Borrower and CCI authorizing this Amendment and
(iii) a certificate of the Secretary or an Assistant Secretary (or comparable
officer) of each of the Borrower and CCI, dated the Amendment, Effective Date,
as to the incumbency and signature of the Responsible Officers of such Person
executing this Amendment and any certificate or other document to be delivered
by it pursuant hereto, together with evidence of the incumbency of such
Secretary or Assistant Secretary.
3. The Borrower shall have paid to the Administrative Agent all fees
and expenses in connection with this Amendment and the Tranche B Term Loans
required to be paid to the Administrative Agent and the Lenders on or prior to
the Amendment Effective Date.
IV. General.
1. Representations and Warranties. The representations and warranties
made by the Borrower in the Loan Documents are true and correct in all material
respects on and as of the date hereof, after giving effect to the effectiveness
of this Amendment, as if made on and as of the date hereof, except for any
representation and warranty which is expressly made as of an earlier date which
representation and warranty shall have been true and correct in all material
respects as of such earlier date, and no Default or Event of Default has
occurred and is continuing.
2. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the
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transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.
3. No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit Agreement and the
Notes are and shall remain in full force and effect.
4. Affirmation of Guarantees. Each of the Guarantors hereby consents to
the execution and delivery of this Amendment and to the transactions
contemplated hereby or in any related document and reaffirms its obligations
under the Guarantee and Collateral Agreement executed by such Guarantor.
(a) Governing Law; Counterparts. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.
[The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
COOPERATIVE COMPUTING, INC.
By:___________________________________
Name:
Title:
COOPERATIVE COMPUTING HOLDING COMPANY, INC.,
as a Guarantor
By:___________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent,
a Lender and Issuing Lender
By:___________________________________
Name:
Title:
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BANK UNITED
By:___________________________________
Name:
Title:
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BANKBOSTON, N.A.
By:___________________________________
Name:
Title:
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COMERICA BANK - CALIFORNIA
By:___________________________________
Name:
Title:
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BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC.
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
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NATIONSBANK, N.A., SUCCESSOR IN INTEREST
BY MERGER WITH NATIONSBANK OF TEXAS N.A.
By:___________________________________
Name:
Title:
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UNION BANK OF CALIFORNIA, N.A.
By:___________________________________
Name:
Title:
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VAN KAMPEN CLO I, LIMITED
By: Van Kampen American Capital
Management, Inc., as Collateral
Manager
By:___________________________________
Name:
Title:
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IMPERIAL BANK
By:___________________________________
Name:
Title:
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COMMERCIAL LOAN FUNDING TRUST I
By: Lehman Commercial Paper Inc., not in
its individual capacity but solely
as administrative agent
By:___________________________________
Name:
Title:
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ROYALTON COMPANY
By: Pacific Investment Management
Company, as its investment adviser
By:___________________________________
Name:
Title:
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ALLSTATE LIFE INSURANCE COMPANY
By:___________________________________
Name:
Title: